40-F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

FORM 40-F

[ ]	Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
	or
[X]	Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended  March 31, 2024 Commission File Number 001-40673

____________________

Cybin Inc.
(Exact name of Registrant as specified in its charter)

Ontario	2834	N/A
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification	(I.R.S. Employer Identification Number)
	Code Number)

100 King Street West, Suite 5600
Toronto, Ontario, Canada M5X 1C9
(908) 764-8385
(Address and telephone number of Registrant’s principal executive offices)

____________________

CT Corporation System

1015 15th Street N.W., Suite 1000

Washington, DC 20005

(202) 572-3133
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)

____________________

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	CYBN	NYSE American LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

[X] Annual information form [X] Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As at March 31, 2024, the Cybin Inc. had 760,053,342 common shares outstanding.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). [X] Yes      [ ] No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company [X]

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. [  ]

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [  ]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. [  ]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-(b). [  ]

EXPLANATORY NOTE

Cybin Inc. (the “Company” or the “Registrant”) is a Canadian issuer that is permitted, under the multijurisdictional disclosure system adopted in the United States, to prepare this Annual Report on Form 40-F (this “Annual Report”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and Rule 405 under the Securities Act of 1933, as amended. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder.

FORWARD LOOKING STATEMENTS

This Annual Report, including the documents incorporated by reference herein, may contain “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws (collectively referred to herein as “forward-looking statements”). All statements other than statements of historical fact, including, without limitation, those regarding the future financial position and results of operations, strategy, plans, objectives, goals, targets and future developments of the Registrant in the markets where the Registrant participates or is seeking to participate, and any statements preceded by, followed by or that include the words “considers”, “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology, are forward-looking statements. These statements reflect management’s beliefs with respect to future events and are based on information available to management as of the respective dates of this Annual Report and the document incorporated by reference herein, including reasonable assumptions, estimates, internal and external analysis and opinions of management considering its experience, perception of trends, current conditions and expected developments as well as other factors that management believed to be relevant as at the date such statements were made. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated or implied in such forward-looking statements, including, without limitation, those described in the Registrant’s Annual Information Form for the year ended March 31, 2024, attached hereto as Exhibit 99.1.

The Registrant and management caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. Although the Registrant believes that the expectations reflected in the forward-looking statements were reasonable as of the time such forward-looking statements were made, it can give no assurance that such expectations will prove to have been correct. The Registrant and management assume no obligation to update or revise them to reflect new events or circumstances except as required by applicable securities laws.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States Securities and Exchange Commission (the “SEC”), to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its consolidated financial statements, which are filed as Exhibit 99.2 to this Annual Report, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and the audit is subject to Canadian auditing and auditor independence standards.

CURRENCY

Unless otherwise indicated, all dollar amounts in this Annual Report are in Canadian dollars. The exchange rate of United States dollars into Canadian dollars, on March 28, 2024, based upon the daily exchange rate as quoted by the Bank of Canada was USD$1.00 = CAD$1.3550.

PRINCIPAL DOCUMENTS

The following documents have been filed as part of this Annual Report:

A. Annual Information Form

The Registrant’s Annual Information Form for the fiscal year ended March 31, 2024 (the “AIF”) is attached as Exhibit 99.1 to this Annual Report and is incorporated by reference herein.

B. Audited Annual Financial Statements

The Registrant’s consolidated audited annual financial statements for the fiscal year ended March 31, 2024, including the reports of the independent registered public accounting firm with respect thereto are attached as Exhibit 99.2 to this Annual Report and are incorporated by reference herein.

C. Management’s Discussion and Analysis

The Registrant’s management’s discussion and analysis of financial condition and operating performance for the fiscal year ended March 31, 2024 (the “MD&A”) is attached as Exhibit 99.3 to this Annual Report and is incorporated by reference herein.

TAX MATTERS

Purchasing, holding, or disposing of the Company’s securities may have tax consequences under the laws of the United States and Canada that are not described in this Annual Report.

DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this Annual Report, the Company carried out an evaluation, under the supervision of the Company's Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, the Company’s CEO and CFO have concluded that, as of the end of the period covered by this Annual Report, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

While the Company’s principal executive officer and principal financial officer believe that the Company’s disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the Company’s disclosure controls and procedures or internal control over financial reporting will prevent all errors or fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

MANAGEMENT’S ANNUAL REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING

Management, including the CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. The Company’s management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate the Company’s internal control over financial reporting described below. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, that accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable IFRS, and that receipts and expenditures of the company are only being made in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. It should be noted

that a control system, no matter how well designed or operated, can provide only reasonable assurance, not absolute assurance of achieving the desired control objectives. These inherent limitations include, among other items: (i) that management’s assumptions and judgments could ultimately prove to be incorrect under varying conditions and circumstances; (ii) the impact of any undetected errors; and (iii) that controls may be circumvented by the unauthorized acts of individuals, by collusion of two or more people, or by management override. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that any design will not succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

The Company’s management, including the CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting, and used the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013)(COSO) to evaluate the effectiveness of our controls. Based on this evaluation, management concluded that the Company’s internal controls over financial reporting were effective as of March 31, 2024.

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

As an "emerging growth company" under the Jumpstart our Business Startups Act, the Company is exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires that a public company's registered public accounting firm provide an attestation report relating to management' assessment of internal control over financial reporting.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There has been no change in the Registrant’s internal control over financial reporting during the fiscal year ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104 of Regulation BTR that the Company sent during the year ended March 31, 2024 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

CORPORATE GOVERNANCE

The Company's Board of Directors (the “Board”) is responsible for the Company’s corporate governance and has the following independent designated standing committees: the Compensation Committee, the Governance and Nomination Committee and Audit Committee. The charters of each committee can be viewed on the Company's corporate website at https://ir.cybin.com/investors/governance/governance-documents/. In addition, the Company's Audit Committee Charter is attached as Exhibit "A" to the AIF, which is filed as Exhibit 99.1 to this Annual Report.

AUDIT COMMITTEE

The Board has established an independent Audit Committee for the purpose of overseeing our accounting and financial reporting processes and the audit of our annual financial statements. The Audit Committee is composed entirely of independent directors who meet the independence and experience requirements of the NYSE American LLC (the “NYSE American”), the Toronto Stock Exchange, SEC rules and National Instrument 52-110 adopted by Canadian securities regulators, as amended.

The Audit Committee is composed of Mark Lawson (Chair), Eric Hoskins, Theresa Firestone and Grant Froese.

Audit Committee Financial Experts

The Board has determined that each member of the audit committee qualifies as a financial expert (as defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act) and that all members are independent (as determined under Exchange Act Rule 10A-3 and Section 803.A(2) of the NYSE American Company Guide).

The SEC has indicated that the designation or identification of a person as an audit committee financial expert does not make such person an “expert” for any purpose, impose any duties, obligations or liability on such person that are greater than those imposed on members of the audit committee and the board of directors who do not carry this designation or identification, or affect the duties, obligations or liability of any other member of the audit committee or board of directors.

CODE OF ETHICS

The Company has adopted a code of ethics (the “Code of Business Conduct”) that applies to all employees and officers, and directors. The Code of Business Conduct is available on the Company's corporate website at https://ir.cybin.com/investors/governance/governance-documents. [Any amendments to the Code of Business Conduct will be posted at the Company’s Internet website at the address listed above.][Note to Draft: Cybin to advise whether any amendments were made to the Code or whether Cybin granted a waiver from a provision of the Code to the company’s CEO, CFO, Chief Financial Officer or any other person performing a similar role during the 2024 fiscal year.]

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Tabular disclosure of the amounts billed to us by our independent auditors for each of our last two fiscal years ended March 31st, as Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees, is made on page 124 of the AIF, filed as Exhibit 99.1 to this Annual Report and is incorporated by reference herein.

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee Charter sets out responsibilities regarding the provision of non-audit services by the Registrant’s external auditors and requires the Audit Committee to pre-approve all permitted non-audit services to be provided by the Registrant’s external auditors, in accordance with applicable law. The Company’s Audit Committee Charter is attached as Exhibit "A" to the AIF, which is filed as Exhibit 99.1 to this Annual Report and is incorporated by reference herein.

OFF-BALANCE SHEET ARRANGEMENTS

The Company's description of off-balance sheet arrangements is provided in the section entitled “Off-balance sheet arrangements" contained in the MD&A filed as Exhibit 99.3 to this Annual Report is incorporated by reference herein.

CONTRACTUAL OBLIGATIONS

The Company's description of contractual and other obligations is provided in the section entitled “Contractual obligations and commitments" contained in the MD&A filed as Exhibit 99.3 to this Annual Report is incorporated by reference herein.

NYSE AMERICAN CORPORATE GOVERNANCE

The Company’s common shares are listed on the NYSE American. Section 110 of the NYSE American Company Guide (the “Company Guide”) permits the NYSE American to consider the laws, customs and practices of foreign issuers in permitting deviations from certain NYSE American listing criteria, and to grant exemptions from certain

NYSE American listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Company’s governance practices differ from those followed by United States domestic companies pursuant to the Company Guide is set forth below.

Quorum for Shareholders’ Meetings. The Company Guide requires that a listed company’s bylaws provide for a quorum of not less than 33 1/3 percent of such company’s shares issued and outstanding and entitled to vote at a meeting of shareholders. The Company’s quorum requirements, as set forth in its by-laws, provide that the quorum for a shareholders’ meeting shall be two (2) individuals present in person, each of whom is either a shareholder entitled to attend and vote at such meeting or the proxyholder of such a shareholder appointed by means of a valid proxy, holding or representing by proxy not less than five percent (5%) of the total number of the issued shares of the Company for the time being enjoying voting rights at such meeting unless a greater number of shareholders and/or a greater number of shares are required by the Business Corporations Act (Ontario) or by the articles or the by-laws).

Board Composition. The Company Guide requires that a listed company have a board of directors consisting of at least a majority of members who satisfy applicable independence standards under the Company Guide. The Company’s Board is currently composed of 6 members, 4 of whom qualify as independent under applicable independence standards under the Company Guide

Governance and Nominating Committee. The Company Guide requires board of director nominees to be selected or recommended by either a Nominating Committee comprised solely of independent directors or by a majority of such company’s independent directors. The Company’s Governance and Nominating Committee is currently composed of 4 members, 3 of whom qualify as independent under applicable independence standards under the Company Guide.

Compensation Committee. The Company Guide requires the compensation of a listed company’s chief executive officer to be determined or recommended to the board of directors for determination, either by a Compensation Committee comprised of independent directors or by a majority of such company’s independent directors. The Company’s Compensation Committee consists of 3 directors, of which 2 are independent under applicable independence standards under the Company Guide

Shareholder Approval Requirements. The Company Guide requires a listed company to obtain the approval of its shareholders for certain types of securities issuances, including private placements that may result in the issuance of common shares (or securities convertible into common shares) equal to 20 percent or more of presently outstanding shares for less than the greater of book or market value of the shares. The Company may seek a waiver from NYSE American’s shareholder approval requirements in circumstances where the securities issuance would not trigger such a requirement under Ontario law or under the rules of the Cboe Canada (the “Cboe”), on which the Company’s common shares are also listed.

Proxy Delivery. The Company Guide requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings of a listed company and requires that these proxies be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a “foreign private issuer” under Rule 3b-4 of the Exchange Act, and the equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.

The foregoing is consistent with the laws, customs and practices in Canada and the rules of the Cboe. In addition, the Company may from time-to-time seek relief from the NYSE American corporate governance requirements on specific transactions under Section 110 of the Company Guide by providing written certification from independent local counsel that the non-complying practice is not prohibited by its home country law, in which case, the Company shall make the disclosure of such transactions available on its website at www.cybin.com. Information contained on, or accessible through, our website is not part of this Annual Report.

MINE SAFETY DISCLOSURE

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

Not applicable

UNDERTAKING

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant previously filed with the SEC a written consent to service of process on Form F-X. Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing the file number of the Registrant.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Cybin Inc.
	By:	/s/ Greg Cavers
		Name: Greg Cavers
Date: June 25, 2024		Title: Chief Financial Officer

EXHIBIT INDEX

The following documents are being filed with the SEC as Exhibits to this Form 40-F:

Exhibit	Description
97.1	Incentive Compensation Recovery Policy
99.1	Annual Information Form for the fiscal year ended March 31, 2024
99.2	Audited Annual Consolidated Financial Statements for the fiscal years ended March 31, 2024 and March 31, 2023
99.3	Management’s Discussion and Analysis of Financial Condition and Operating Performance for the fiscal year ended March 31, 2024
99.4	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934, as amended
99.5	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934, as amended
99.6	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8	Consent of Zeifmans LLP and Laurence W. Zeifman
101.INS	XBRL Instance – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

EX-97.1

Cybin Inc.

INCENTIVE COMPENSATION RECOVERY POLICY

August 2023

CYBIN INC.

INCENTIVE COMPENSATION RECOVERY POLICY

1.Introduction.

The Board of Directors of Cybin Inc. (the “Company”) believe that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's compensation philosophy. The Board has therefore adopted this policy, which provides for the recovery of erroneously awarded incentive compensation if the Company is required to prepare an accounting restatement due to material non-compliance of the Company with any financial reporting requirements under applicable securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), related rules and the listing standards of the NYSE American or any other securities exchange on which the Company’s shares are listed in the future.

2.Administration.

This Policy shall be administered by the Board or, if so designated by the Board, the Governance & Nomination Committee (the “Committee”), in which case, all references herein to the Board shall be deemed references to the Committee. Any determinations made by the Board shall be final and binding on all affected individuals.

3.Covered Executives.1

Unless and until the Board determines otherwise, for purposes of this Policy, the term “Covered Executive” means a current or former employee who is or was identified by the Company as the Company’s president, principal financial officer, principal compliance officer, a division head of the Company in charge of a principal business unit, division, or function (such as sales, legal, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s subsidiaries are deemed “Covered Executives” if they perform such policy-making functions for the Company. “Policy-making function” is not intended to include policy-making functions that are not significant. “Covered Executives” will include, at minimum, the executive officers identified by the Company pursuant to Item 401(b) of Regulation S-K of the Exchange Act. For the avoidance of doubt, “Covered Executives” will include at least the following Company officers: Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Chief Compliance, Ethics & Administrative Officer, Chief Growth Officer, Chief Scientific Officer, Chief Medical Officer and Chief Legal Officer.

1“Covered Executive” is based on the definition of “officer” under Rule 16a-1(f) of the Exchange Act as presented in the listings standards.

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This Policy covers Incentive Compensation (defined below) received by a person after beginning service as a Covered Executive and who served as a Covered Executive at any time during the performance period for that Incentive Compensation.

4.Recovery: Accounting Restatement.

In the event the Company is required to prepare an accounting restatement of its financial statements filed with the Securities and Exchange Commission (the “SEC”) due to the Company’s material noncompliance with any financial reporting requirements under applicable securities laws (including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period) (an “Accounting Restatement”), the Company will recover reasonably promptly any excess Incentive Compensation (defined below) received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement, including transition periods resulting from a change in the Company’s fiscal year as provided in Rule 10D-1 of the Exchange Act. Incentive Compensation is deemed “received” in the Company’s fiscal period during which the financial reporting measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period. The determination of the time when the Company is “required” to prepare an Accounting Restatement shall be made in accordance with applicable SEC and national securities exchange rules and regulations.

(a)Definition of Incentive Compensation.

For purposes of this Policy, “Incentive Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a “financial reporting measure” (as defined in paragraph (b) below), including, for example, bonuses or awards under the Company’s short and long-term incentive plans, grants and awards under the Company’s equity incentive plans, and contributions of such bonuses or awards to the Company’s deferred compensation plans or other employee benefit plans that are not tax-qualified plans. For avoidance of doubt, Incentive Compensation that is deferred (either mandatorily or voluntarily) under the Company’s non-qualified deferred compensation plans, as well as any matching amounts and earnings thereon, are subject to this Policy. Incentive Compensation does not include awards which are granted, earned and vested without regard to attainment of financial reporting measures, such as time- vesting awards, discretionary awards and awards based wholly on subjective standards, strategic measures or operational measures.

(b)Financial Reporting Measures.

Financial reporting measures are those that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements (including non-GAAP financial measures) and any measures derived wholly or in part from such financial measures. For the avoidance of

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doubt, financial reporting measures include stock price and total shareholder return.

A measure need not be presented within the financial statements or included in a filing with the SEC to constitute a financial reporting measure for purposes of this Policy.

(c)Excess Incentive Compensation: Amount Subject to Recovery.

The amount(s) to be recovered from the Covered Executive will be the amount(s) by which the Covered Executive’s Incentive Compensation for the relevant period(s) exceeded the amount(s) that the Covered Executive otherwise would have received had such Incentive Compensation been determined based on the restated amounts contained in the Accounting Restatement. All amounts shall be computed without regard to taxes paid.

For Incentive Compensation based on financial reporting measures such as stock price or total shareholder return, where the amount of excess compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the Board will calculate the amount to be reimbursed based on a reasonable estimate of the effect of the Accounting Restatement on such financial reporting measure upon which the Incentive Compensation was received. The Company will maintain documentation of that reasonable estimate and will provide such documentation to the applicable national securities exchange.

(d)Method of Recovery.

The Board will determine, in its sole discretion, the method(s) for recovering as soon as practicable excess Incentive Compensation hereunder. Such methods may include, without limitation:

(i)requiring reimbursement of Incentive Compensation previously paid;

(ii)forfeiting any Incentive Compensation contribution made under the Company’s deferred compensation plans;

(iii)offsetting the recovered amount from any compensation or Incentive Compensation that the Covered Executive may earn or be awarded in the future;

(iv)some combination of the foregoing; or

(v)taking any other remedial and recovery action permitted by law, as determined by the Board.

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5.No Indemnification or Advance.

Subject to applicable law, the Company shall not indemnify, including by paying or reimbursing for premiums for any insurance policy covering any potential losses, any Covered Executives against the loss of any erroneously awarded Incentive Compensation, nor shall the Company advance any costs or expenses to any Covered Executives in connection with any action to recover excess Incentive Compensation.

6.     Interpretation.

The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC or any national securities exchange on which the Company's securities are listed.

7.    Effective Date.

The effective date of this Policy is August 11, 2023 (the “Effective Date”). This Policy applies to Incentive Compensation received by Covered Executives on or after the Effective Date that results from attainment of a financial reporting measure based on or derived from financial information for any fiscal period ending on or after the Effective Date. In addition, this Policy is intended to be and will be incorporated as an essential term and condition of any Incentive Compensation agreement, plan or program that the Company establishes or maintains on or after the Effective Date.

8        Amendment and Termination.

The Board may amend this Policy from time to time at its discretion, and shall amend this Policy as it deems necessary to reflect changes in regulations adopted by the SEC under Section 10D of the Exchange Act and to comply with any rules or standards adopted by the NYSE American or any other United States securities exchange on which the Company’s shares are listed in the future.

9.    Other Recovery Rights.

The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement or similar agreement relating to Incentive Compensation entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any (i) other remedies or rights of compensation recovery that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, or similar agreement relating to Incentive Compensation, unless any such agreement expressly prohibits such right of recovery, and (ii) any other legal remedies available to the Company. The provisions of this Policy are in addition to (and not in lieu of) any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 and other applicable laws.

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10.    Impracticability.

The Company shall recover any excess Incentive Compensation in accordance with this Policy, except to the extent that certain conditions are met and the Board has determined that such recovery would be impracticable, all in accordance with Rule 10D-1 of the Exchange Act and the NYSE American or any other securities exchange on which the Company’s shares are listed in the future.

11.    Successors.

This Policy shall be binding upon and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators, or other legal representatives.

5

EX-99

CYBIN INC.

CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024 AND 2023

Responsibility for Consolidated Financial Statements

The Company’s management is responsible for the integrity and fairness of presentation of these consolidated financial statements. The consolidated financial statements have been prepared by management, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, for approval by the Board of Directors.

Where necessary, management has made judgements and estimates in preparing the consolidated financial statements and such statements have been prepared within acceptable limits of materiality. Management maintains a system of internal accounting controls to ensure, on a reasonable and cost-effective basis, that the financial information is timely reported and is accurate and reliable in all material respects and that the Company’s assets are appropriately accounted for and adequately safeguarded.

A firm of independent Chartered Professional Accountants, Zeifmans LLP, appointed by the shareholders, audited the consolidated financial statements in accordance with Canadian generally accepted auditing standards and provided an independent professional opinion on the consolidated financial statements.

/s/ Doug Drysdale

Chief Executive Officer

June 25, 2024

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of Cybin Inc.

Opinion

We have audited the consolidated financial statements of Cybin Inc. and its subsidiaries (together, the “Company”), which comprise the consolidated statements of financial position as at March 31, 2024 and 2023, and the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at March 31, 2024 and 2023 and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards (“GAAS”). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audits of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements as at and for the year ended March 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter How are audit addressed the key audit matter

Acquisition of Small Pharma Inc. (“SP”)
Refer to note 2 - Material accounting policy information and note 4 – Acquisition
On October 23, 2024, Cybin completed the acquisition (the “Acquisition”) of SP and its wholly-owned subsidiary Small Pharma Ltd.
The acquisition has been accounted for as a business combination using the acquisition method of accounting. The SP purchase price allocation (“PPA”) results in the recognition of intellectual property of $29.3 million and goodwill of $22.7 million.
We considered this a key audit matter due to the subjectivity and complexity in performing procedures to test the key assumptions used by management in determining the purchase price allocation, which involved significant judgment by management.
Our approach to addressing the matter included the following procedures, among others:
•We analyzed the Acquisition agreements to obtain an understanding of the key terms and conditions and to identify the necessary accounting considerations; •We obtained an understanding of management’s internal control process as it relates to the determination of key inputs and assumptions; •We tested the mathematical accuracy of management’s PPA model related to the Acquisition; •With the assistance of a valuation specialist, we evaluated the appropriateness of the methods used and the discounted cash flow model; •We assessed the reasonableness of the discount rates applied; •We performed a sensitivity analysis of the PPA model by developing a range of independent estimates of key assumptions; •We evaluated the adequacy and completeness of the disclosure in the consolidated financial statements including the assumptions used in the PPA model.

Assessment of impairment of goodwill and intangible assets
Refer to note 2 – Material accounting policy information, note 6 - Intangible assets and note 8 - Goodwill
In accordance with IAS 36, Impairment of Assets, management is required to test goodwill and intangible assets not yet available for use for impairment annually, or when facts and circumstances suggest they may be impaired. Goodwill arising from business combinations is allocated to each of the Company’s cash-generating units (“CGU”) that is expected to benefit from the synergies of the combination. The recoverable amount of the CGU to which the goodwill and intangible assets have been allocated is tested for impairment at the same time every year. As at March 31, 2024 the Company had goodwill of $47.5 million and intangible assets of $35.5 million before the impairment test. The annual impairment test has been performed as of March 31, 2024, and no impairment was recognized.
For the purpose of the impairment test, the recoverable amount of the Company’s CGU has been determined by management based on an assessment of its value in use following a discounted cash flow approach over a period of thirteen years. Management made certain assumptions in determining the cash flow projections based on its internally approved budgets and include management’s best estimates of expected market conditions. The future cash flows used in the model are inherently uncertain and could materially change over time as a result of changes to the key assumptions estimated by management including revenue growth, discount rate, terminal growth rate, costs, future tax, risk premiums applicable to the CGU’s operations and future capital expenditure.
We considered this a key audit matter due to the subjectivity and complexity in performing procedures to test the key assumptions used by management in determining the recoverable amount of the Company’s CGU, which involved significant judgment from management.
Our approach to addressing the matter included the following procedures, among others:
•We evaluated the appropriateness of the value-in-use method and discounted cash flow forecast models; •We reviewed the controls and methodology used to develop information for assessing the recoverable amount including the risk assessment process, and the nature and extent of oversight and governance over financial reporting; •We evaluated the assumptions applied to key inputs, such as forecasted revenues, gross margin, operating expenses, long-term growth rates and discount rates used by management in the discounted cash flow projection models and value-in-use determination; •We performed a retrospective review to compare management’s assumptions in the prior year’s expected future cash flows to the actual results to assess the Company’s budgeting process; •We tested the mathematical accuracy of management’s impairment model and supporting calculations; •With the assistance of a valuation specialist, we evaluated the reasonableness of the Company’s impairment model and the discount rates by comparing the Company’s weighted average cost of capital against publicly available market date; and a.We assessed the appropriateness of the disclosure of the assumptions used in the impairment assessment in the notes to the consolidated financial statements.

Other Information

Management is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis (“MD&A”) but does not include the consolidated financial statements and our auditors’ report thereon.

Our opinion on the consolidated financial statements does not cover the MD&A and we do not express any form of assurance conclusion thereon.

In connection with our audits of the consolidated financial statements, our responsibility is to read the MD&A identified above and, in doing so, consider whether the MD&A is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits, or otherwise appears to be materially misstated.

We obtained the MD&A prior to the date of this auditors’ report. If, based on the work we have performed on this MD&A, we conclude that there is a material misstatement of this MD&A, we are required to report that fact in this auditors’ report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audits of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with GAAS, we exercise professional judgment and maintain professional skepticism throughout the audits. We also:

•Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

•Obtain an understanding of internal control relevant to the audits in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control.

•Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates     and related disclosures made by management.

•Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

•Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

•Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audits. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audits resulting in this independent auditors’ report is Laurence W. Zeifman, CPA, CA.

Toronto, Ontario                  Chartered Professional Accountants

June 25, 2024                  Licensed Public Accountants

1149

CYBIN INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(All amounts expressed in thousands of Canadian dollars)

As at	Notes	March 31, 2024	March 31, 2023
ASSETS
Current
Cash		208,992	16,633
Accounts receivable		4,476	3,050
Prepaid expenses		2,891	1,733
Other current assets		2,177	1,769
Total Current Assets		218,536	23,185
Non-current
Equipment	5	266	450
Intangible assets	6	35,465	5,470
Right-of-use asset	7	281	—
Goodwill	8	47,475	24,792
Total Non-Current Assets		83,487	30,712
TOTAL ASSETS		302,023	53,897
LIABILITIES
Current
Accounts payable and accrued liabilities		9,805	5,663
Lease liabilities	7	291	—
Total Liabilities		10,096	5,663
SHAREHOLDERS' EQUITY
Share capital	9	443,877	158,162
Contributed surplus		11,750	2,102
Options reserve	9	39,177	27,283
Warrants reserve	9	25,639	10,873
Accumulated other comprehensive loss		(2,285)	(2,035)
Deficit		(226,231)	(148,151)
TOTAL SHAREHOLDERS' EQUITY		291,927	48,234
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		302,023	53,897

Corporate information (note 1); Contracts, commitments and contingencies (note 13)Subsequent events (note 17)

The accompanying notes are an integral part of these consolidated financial statements.

These consolidated financial statements were approved for issue on June 25, 2024 by the board of directors and signed on its behalf by:

/s/ Paul Glavine Director                                 /s/ Eric So Director

CYBIN INC.
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(All amounts expressed in thousands of Canadian dollars, except share and per share amounts)

		For the year ended March 31,
	Notes	2024	2023
EXPENSES
Research	12	32,362	25,491
General and administrative costs	11	32,588	21,341
Share-based compensation	9	13,886	4,686
TOTAL EXPENSES		78,836	51,518
OTHER INCOME (EXPENSES)
Foreign currency translation gain (loss)		137	4,027
Interest income		619	603
Change in fair value of investments measured at fair value through profit or loss		—	(260)
Contingent consideration accretion		—	(13)
Change in fair value of contingent consideration		—	(329)
TOTAL OTHER INCOME (EXPENSES)		756	4,028
NET LOSS FOR THE YEAR		(78,080)	(47,490)
OTHER COMPREHENSIVE LOSS
Foreign currency translation differences for foreign operations		(250)	(1,669)
COMPREHENSIVE LOSS FOR THE YEAR		(78,330)	(49,159)
Basic loss per share for the year		(0.25)	(0.26)
Weighted average number of common shares outstanding - basic		315,300,042	185,428,767

The accompanying notes are an integral part of these consolidated financial statements.

CYBIN INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the years ended March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share amounts)

		Share capital		Reserves
	Note	Number of shares	Amount	Warrants	Options	Contributed surplus	Deficit	Accumulated other comprehensive loss	Total
		#	$	$	$	$	$	$	$
Balance as at March 31, 2022		175,111,654	141,451	11,423	23,783	525	(100,661)	(366)	76,155
At-the-market offering - net of share issuance costs		20,754,120	13,202	—	—	—	—	—	13,202
Shares issued on Adelia milestones	9	3,603,742	2,988	—	—	—	—	—	2,988
Warrants exercised	9	1,164,638	527	(165)	—	—	—	—	362
Options forfeited		—	—	—	(1,180)	1,180	—	—	—
Warrants expired		—	—	(397)	—	397	—	—	—
Finders' warrants	9	—	(6)	6	—	—	—	—	—
Share-based compensation	9	—	—	6	4,680	—	—	—	4,686
Unrealized loss on translation of foreign operations		—	—	—	—	—	—	(1,669)	(1,669)
Net loss for the year		—	—	—	—	—	(47,490)	—	(47,490)
Balance as at March 31, 2023		200,634,154	158,162	10,873	27,283	2,102	(148,151)	(2,035)	48,234
Share issuance net of share issuance costs	9	439,768,583	217,311	22,442	—	—	—	—	239,753
Share issuance on business acquisition	9	80,945,254	53,481	—	—	—	—	—	53,481
At-the-market offering - net of share issuance costs	9	34,140,507	14,700	—	—	—	—	—	14,700
Shares issued through LPC purchase agreement - net of share issuance costs	9	1,925,000	147	—	—	—	—	—	147
Issuance of common shares as commitment fee for equity financing	9	2,538,844	—	—	—	—	—	—	—
Options expired	9	—	—	—	(1,992)	1,992	—	—	—
Warrants exercised	9	101,000	76	(20)	—	—	—	—	56
Warrants expired	9	—	—	(7,656)	—	7,656	—	—	—
Share-based compensation	9	—	—	—	13,886	—	—	—	13,886
Unrealized loss on translation of foreign operations		—	—	—	—	—	—	(250)	(250)
Net loss for the year		—	—	—	—	—	(78,080)	—	(78,080)
Balance as at March 31, 2024		760,053,342	443,877	25,639	39,177	11,750	(226,231)	(2,285)	291,927

The accompanying notes are an integral part of these consolidated financial statements

CYBIN INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(All amounts expressed in thousands of Canadian dollars)

		For the year ended March 31,
	Notes	2024	2023
OPERATING ACTIVITIES
Net loss for the year		(78,080)	(47,490)
Adjustments for items not affecting cash:
Interest income		—	(18)
Depreciation and amortization	5, 6 & 7	424	251
Share-based compensation		13,886	4,686
Lease interest		8	—
Computer equipment write-down		18	—
Change in fair value of investments measured at fair value through profit or loss		—	260
Contingent consideration accretion		—	13
Change in fair value of contingent consideration		—	329
Unrealized foreign currency translation (gain)		(137)	(4,025)
		(63,881)	(45,994)
Net changes in non-cash working capital items:
Accounts receivable		(1,089)	(948)
Prepaid expenses		(986)	(462)
Other current assets		(408)	(428)
Accounts payable and accrued liabilities		(2,544)	401
Net cash flows used in operating activities		(68,908)	(47,431)
INVESTING ACTIVITIES
Cash acquired on acquisition	4	7,632	—
Purchase of intangible assets	6	(689)	(3,167)
Purchase of equipment	5	(21)	(142)
Net cash flows used in investing activities		6,922	(3,309)
FINANCING ACTIVITIES
Proceeds on issuance of common shares, net	9	254,600	13,202
Lease payments	7	(149)	—
Warrant exercise	9	56	362
Net cash flows from financing activities		254,507	13,564
Effects of exchange rate changes on cash		(162)	168
Net change in cash		192,359	(37,008)
Cash, beginning of year		16,633	53,641
Cash, end of year		208,992	16,633

The accompanying notes are an integral part of these consolidated financial statements.

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

1.    CORPORATE INFORMATION

Cybin Inc. (“Cybin”), was incorporated under the Business Corporations Act (British Columbia) on October 13, 2016. These consolidated financial statements include the accounts of Cybin’s eight subsidiaries (together with Cybin, the “Company”): Cybin Corp., Natures Journey Inc. (“Journey”), Serenity Life Sciences Inc. (“Serenity”), Cybin US Holdings Inc. (“Cybin US”), Adelia Therapeutics Inc. (“Adelia”) Cybin IRL Limited (“Cybin IRL”), Cybin UK Ltd., and Small Pharma Inc. (“Small Pharma”). Cybin’s head office, principal address and registered address and records office is 100 King Street West, Suite 5600, Toronto, Ontario M5X 1C9.

The Company is a biopharmaceutical company focused on advancing psychedelic-based therapies, delivery mechanisms, novel compounds and protocols as potential treatments for various psychiatric and neurological conditions. The Company is developing technologies and delivery systems aimed at improving the pharmacokinetics of its psychedelic-based molecules while retaining the therapeutic benefit. These new molecules and delivery systems are expected to be studied through clinical trials to confirm safety and efficacy.

These consolidated financial statements as at, and for the year ended, March 31, 2024 were approved and authorized for issue by the board of directors on June 25, 2024.

Stock exchange listings

Cybin’s common shares (“Common Shares”) are listed for trading on the Cboe Canada Exchange Inc. (“Cboe’) and NYSE American LLC under the symbol “CYBN” and on the Frankfurt Stock Exchange under the symbol “R7E1”.

2.    MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION

Statement of compliance

The Company’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

The policies applied to these consolidated financial statements are based on IFRS, which have been applied consistently to all periods presented. These consolidated financial statements were issued and effective as at June 25, 2024, the date the Board of Directors approved these consolidated financial statements.

The Company’s board of directors has the power to amend the consolidated financial statement after issuance.

Basis of measurement

These consolidated financial statements have been prepared on a going concern basis, under the historical cost convention, except for certain financial instruments classified at fair value upon initial recognition.

Functional and presentation currency

The functional currency of a company is the currency of the primary economic environment in which the company operates. The presentation currency for a company is the currency in which the company chooses to present its financial statements.

Page 12 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

These consolidated financial statements are presented in Canadian dollars, the Company’s presentation currency. The subsidiaries’ functional currencies are as follows:

Entity	Currency	Ownership
Cybin Corp.	Canadian dollars	100%
Journey	Canadian dollars	100%
Serenity	Canadian dollars	100%
Cybin US1	Canadian dollars	100%
Adelia	U.S. dollars	100%
Cybin IRL	U.S. dollars	100%
Cybin UK Ltd.2	Great Britain pounds	100%
Small Pharma Inc. (“Small Pharma”)2	Canadian dollars	100%

1 For accounting purposes, Cybin US is a wholly-owned subsidiary of Cybin. Certain Former Adelia Shareholders (as defined below) hold Class B Shares (defined below) in Cybin US.

2 Cybin UK Ltd and Small Pharma Inc. which were acquired on October 23, 2023. Cybin UK Ltd. was formerly Small Pharma Ltd. and was a

wholly-owned subsidiary of Small Pharma Inc.

On April 1, 2024 Small Pharma Inc was amalgamated with Cybin Corp.

Basis of consolidation

The Company consolidates entities which it controls. Control exists when the Company has the power, directly and indirectly to govern the financial and operating policies of an entity and be exposed to the variable returns from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Intercompany balances, and any unrealized gains and losses or income and expenses arising from transactions with controlled entities are eliminated to the extent of the Company’s interest in the entity.

Cash and cash equivalents

Cash and cash equivalents are comprised of cash on deposit and highly liquid short-term interest-bearing variable rate investments with an original maturity of three months or less, or which are readily convertible into a known amount of cash with no significant changes. As at March 31, 2024 and March 31, 2023 there were no cash equivalents.

Inventories

Inventories include raw materials and finished goods. Raw materials are stated at the lower of cost and replacement cost with cost determined on a first-in, first-out basis. The Company monitors the shelf life and expiry of finished goods to determine when inventory values are not recoverable and a write-down is necessary.

Equipment

Page 13 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Equipment consists of lab and computer equipment and are recorded at cost less accumulated depreciation and accumulated impairment losses. Cost includes all expenditures incurred to bring the asset to the location and condition necessary for them to be operating in the manner intended by management.

Depreciation is recognized based on the cost of the item less its estimated residual value, over its estimated useful life on a straight-line basis at the following rates:

•Lab equipment– 5 years

•Computer equipment– 3 years

An item of equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of loss and comprehensive loss when the asset is derecognized. The assets’ residual values, useful lives and methods of depreciation are reviewed at each reporting date and adjusted prospectively if appropriate.

Intangible Assets

Intangible assets include expenditures related to obtaining patents, software related items and in-process research and development (“IPR&D”). The amortization of software related items begins when the software is in use and will be amortized on a straight-line basis over a period of 3 years. The amortization of patent costs commences when the associated products are available for commercial sale and is amortized on a straight-line basis over its respective legal lives or economic life, if shorter. Patents have an estimated useful life of 17 years. Amortization methods, useful lives, and residual values are reviewed at each reporting date and adjusted if appropriate. Acquired IPR&D is capitalized based on technical feasibility and remains on the balance sheet, subject to impairment. Acquired IPR&D is initially measured at fair value and recognized as an indefinite-lived intangible asset until completion or abandonment of the related project. Amortization commences when the assets become available for use. Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in operations as incurred.

Development activities involve a plan or design for the production of new, or substantially improved, products or processes related to the Company’s development of psychedelic-based therapeutics. Development expenditures are capitalized only if the relevant IFRS criteria are met. Capitalized development expenditures are amortized from the beginning of commercial production and sales and are amortized on a straight-line basis over the remaining useful life of the related patents. Development expenditures, in relation to the Company’s psychedelic-based therapeutics, have not satisfied the above criteria and are recognized in operations as incurred.

Goodwill

Goodwill represents the excess of the consideration transferred for the acquisition of an entity over the fair value of the net identifiable assets. Goodwill is initially measured at cost, and subsequently recorded at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company’s cash-generating units (“CGUs”) that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those CGUs. The Company tests for impairment annually, or when indications of impairment exist. Impairment is determined for goodwill by assessing if the carrying value of CGUs, including goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs of disposal and the value in use. Impairment losses recognized in respect of the CGUs are first allocated

Page 14 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

to the carrying value of goodwill and any excess is allocated to the carrying amount of assets in the CGUs. Any goodwill impairment is recorded in the consolidated statement of loss and comprehensive loss.

Impairment of long-lived assets

Long-lived assets, including equipment and intangible assets, are reviewed for impairment at each consolidated statement of financial position date or whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its recoverable amount. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs to sell, the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s cash-generating unit, which is the lowest group of assets in which the asset belongs for which there are separate cash inflows that are largely independent of the cash inflows from other assets. An impairment loss is charged to operations.

Financial instruments

Recognition and initial measurement

The Company initially recognizes financial instruments on the trade date, which is the date on which the Company becomes a party to the contractual provisions of the instrument. A financial asset or financial liability is measured initially at fair value plus/minus, for an item not at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to its acquisition or use.

Classification

Financial asset

On initial recognition, a financial asset is classified as measured at: amortized cost, fair value through other comprehensive income (“FVOCI”), or FVTPL.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

•The asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and

•The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The Company currently measures accounts receivable at amortized cost.

A debt instrument is measured at FVOCI only if it meets both of the following conditions and is not designated as at FVTPL:

•The asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

•The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Page 15 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in FVOCI. This election is made on an investment-by-investment basis. The Company has not elected to present any assets as FVOCI.

Cash is measured at FVTPL.

In addition, on initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost as FVOCI or FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Business model assessment

The Company makes an assessment of the objective of a business model in which an asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

•The stated policies and objectives for the portfolio and the operation of those policies in practice. In particular, whether management’s strategy focuses on earning contractual interest revenue, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of the liabilities that are funding those assets or realizing cash flows through the sale of the assets;

•How the performance of the portfolio is evaluated and reported to the Company’s management;

•The risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

•How managers of the business are compensated (e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected); and

•The frequency, volume and timing of sales in prior periods, the reasons for such sales and its expectation about future sales activity. However, information about sales activity is not considered in isolation, but as part of an overall assessment of the Company’s stated objective for managing the financial asset is achieved and how cash flows are realized.

Assessment whether contractual cash flows are solely payments of principal and interest

For the purpose of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of the contractual cash flows such that it would not meet this condition. In making the assessment, the Company considers:

•contingent events that would change the amount and timing of cash flows;

•leverage features;

•prepayment and extension terms;

•terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse asset arrangements); and

•features that modify consideration of the time value of money– e.g. periodical rest of interest rates

Page 16 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Reclassifications

The Company would reclassify a financial asset when the Company changes its business model for managing the financial asset. All reclassifications are recorded at fair value at the date of the reclassification, which becomes the new carrying value.

Financial assets are not reclassified subsequent to their initial recognition, except in the period after the Company changes its business model for managing financial assets.

Financial liabilities

The Company classifies its financial liabilities at amortized cost or FVTPL. The Company currently measures accounts payable, lease liabilities and accrued liabilities at amortized cost and contingent consideration payable at FVTPL.

Derecognition

Financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transition in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset derecognized) and the sum of (i) the consideration received (including any new assets obtained less any new liability assumed) and (ii) cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire.

Modifications of financial assets and financial liabilities

Financial assets

If the terms of a financial asset are modified, the Company evaluates whether the cash flows of the modified asset are substantially different. If the cash flows are substantially different, then the contractual rights to cash flows from the original financial asset are deemed to have expired. In this case, the original financial asset is derecognized and a new financial asset is recognized at fair value.

If the cash flows of the modified asset carried at amortized cost are not substantially different, then the modification does not result in derecognition of the financial asset. In this case, the Company recalculates the gross carrying amount of the financial asset and recognizes the amount arising from adjusting the gross carrying amount as a modification gain or loss in profit or loss. If such a modification is carried out because of

Page 17 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

financial difficulties of the borrower, then the gain or loss is presented together with impairment losses. In other cases, it is presented as interest income.

Financial liabilities

The Company derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different. In this case, a new financial liability based on the modified terms is recognized at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognized in profit or loss.

Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the consolidated statement of financial position when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

Income and expenses are presented on a net basis only when permitted under IFRS, or for gains and losses arising from a group of similar transactions.

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access at that date. The fair value of a liability reflects its non-performance risk.

When one is available, the Company measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

If there is no quoted price in an active market, then the Company uses valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.

The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price (i.e. the fair value of the consideration given or received). If the Company determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any observable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognized in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.

If an asset or a liability at fair value has a bid price and an ask price, then the Company measures assets and long positions at bid price and liabilities and short positions at an ask price.

Portfolio of financial assets and financial liabilities that are exposed to market risk and credit risk that are managed by the Company on the basis of the net exposure to either market or credit risk are measured on the

Page 18 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

basis of a price that would be received to sell a net long position (or paid to transfer a net short position) for the particular risk exposure. Portfolio-level adjustment e.g. bid-ask adjustment or credit risk adjustments that reflect the measurement on the basis of the net exposure are allocated to the individual assets and liabilities on the basis of the relative risk adjustment of each of the individual instruments in the portfolio.

The fair value of a financial liability with a demand feature is not less than the amount payable on demand, discounted from the first date on which the amount could be required to be paid. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change has occurred.

Impairment

Credit-impaired financial assets

At each reporting date, the Company assesses whether financial assets carried at amortized costs and debt financial assets carried at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

•Significant financial difficulty of the borrower or issuer;

•A breach of contract such as a default of past due event;

•The restructuring of a loan or advance by the Company on terms that the Company would not consider otherwise;

•It is becoming probable that the borrower will enter bankruptcy or other financial reorganization; or

•The disappearance of an active market for a security because of financial difficulties.

A loan that has been renegotiated due to a deterioration in the borrower’s condition is usually considered to be credit-impaired unless there is evidence that the risk of not receiving contractual cash flows has reduced significantly and there are no other indicators of impairment.

Recognition of allowance of expected credit losses (“ECL”) in the consolidated statement of financial position

The Company recognizes a loss allowance for ECL on trade receivables that are measured at amortized cost. The Company’s applied the simplified approach for trade receivables and recognizes the lifetime ECL for these assets. The ECL on trade receivables is estimated using a provision matrix based on the Company’s historical credit loss experience, adjusted for factors that are specific to the customers, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

For all other financial assets measured at amortized cost of FVOCI, the Company recognizes lifetime ECL only when there has been a significant increase in credit risk since initial recognition. If the credit risk on such financial instruments has not increased significantly since initial recognition, the Company measures the loss allowance on those financial instruments at an amount equal to 12-months ECL.

Lifetime ECL represents the ECL that will result from all possible default events over the expected life of a financial asset. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial asset that are possible within 12 months after the reporting date. In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the Company compares the risk of default occurring on the financial asset at the reporting date with the risk of default

Page 19 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

occurring at the initial recognition. The Company considers both quantitative and qualitative factors that are supportable, including historical experience and forward-looking information that is available without undue cost or effort.

Irrespective of the above assessment, the Company presumes that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Company has reasonable and supportable information that demonstrates otherwise. Despite the foregoing, the Company presumes that the credit risk on a financial asset has not increased significantly since initial recognition if the financial asset is determined to have low credit risk at the reporting date.

The Company regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes pas due.

Definition of default:

For internal credit risk management purposes, the Company considers a financial asset not recoverable if the customer balance owing is 180 days past due and information obtained from the customer and other external factors indicate that the customer is unlikely to pay its creditors in full.

Write-off

Financial assets are written off (either partially or in full) when there is no realistic prospect of recovery. This is generally the case when the Company determines that the counterparty does not have assets or sources of income that could general sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

Taxation

Income tax comprises current and deferred tax. Income tax is recognized in the consolidated statement of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity.

Current income tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years.

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

Deferred income tax is recorded using the asset and liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences do not result in deferred tax assets or liabilities: the initial recognized of assets or liabilities that affect neither accounting or taxable loss; or difference relating to investment in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The

Page 20 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the consolidated statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its correct tax assets and liabilities on a net basis.

Share capital

Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Common Shares and the Company’s Common Share purchase warrants, and options are classified as equity instruments.

Incremental costs directly attributable to the issue of new Common Shares, or warrants are shown in equity as a deduction, net of tax, from the proceeds.

Share-based compensation

Under the Company’s equity incentive plan, all stock options granted may have graded vesting periods and are exercisable up to a maximum of 10 years form the date of grant. Each tranche of an award with graded vesting periods is considered a separate grant at each grant date for the calculation of fair value, and the resulting fair value is amortized over the vesting period of the respective tranches. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted, the estimated volatility, estimated risk free rate and estimated forfeitures.

If a grant of the share-based payments is cancelled or settled during the vesting period (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied or options granted in error and cancelled retroactively), the Company accounts for the cancellation or settlement as an acceleration of vesting, and recognizes immediately the amount that otherwise would have been recognized for services over the remainder of the vesting period.

The amount recognized for goods or services received during the vesting period is based on the best available estimate of the number of equity instruments anticipated to vest. The Company revises that estimate, if necessary, if subsequent information indicates that the number of share options anticipated to vest differs from previous estimates. On the vesting date, the Company revises the estimate to equal the number of equity instrument that ultimately vested. After the vesting date, the Company makes no subsequent adjustment to total equity for goods or services received if the share options are later forfeited or they expire at the end of the share option’s life.

If a grant of the share based payment is modified during the vesting period (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied) and the fair value of the new instruments is higher than the fair value of the original instrument, the incremental fair value granted is included in the measurement of the amount recognized for services received over the period from modification date until the date when the modified equity instruments vests, in addition to the amount based on the grant date fair value of the original equity instruments, which is recognized over the remainder of the original vesting period of the original instrument.

Page 21 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Warrants

The Company follows the relative fair value method with respect to the measurement of Common Shares and warrants issued as units. The proceeds from the issuance of units are allocated between share capital and warrants. The warrant component is recorded in equity reserve. Unit proceeds are allocated to Common Shares and warrants using the Black-Scholes option pricing model and the share price at the time of financing. If and when the warrants are exercised, consideration paid by the warrant holder, together with the amount previously recognized in warrant reserve, is recorded as an increase to share capital. A forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of warrants that vest. When stock options or warrants are cancelled, they are treated as if they have vested on the date of collation and any cost not yet recognized in profit or loss is immediately expensed. Upon expiration of warrants, the amount applicable to expired warrants is moved to contributed surplus.

Loss per share

Basic loss per share is calculated using the weighted-average number of shares outstanding during the period. The diluted earnings (loss) per share reflects the potential dilution of Common Share equivalents, such as outstanding stock options and warrants, in the weighted average number of Common Shares outstanding during the period, if they are dilutive.

Currency translation

All figures presented in the consolidated financial statements are reflected in Canadian dollars unless otherwise noted.

Foreign currency transactions are translated into Canadian dollars at exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the consolidated statement of financial position date are translated to Canadian dollars at the foreign exchange rate applicable as that date. Realized and unrealized exchange gains and losses are recognized through profit or loss.

The assets and liabilities of foreign operations are translated into Canadian dollars at period-end exchange rates. Income and expenses, and cash flows of foreign operations are translated into Canadian dollars using average exchange rates. Exchange differences resulting from translating foreign operations are recognized in other comprehensive income (loss) and accumulated separately in shareholders’ equity.

Foreign currency translation gains or losses arising from a monetary item receivable or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income (loss) in the translation reserve.

Provisions

Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the consolidated statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to

Page 22 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle, a provision is expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably.

New standards and interpretations not yet adopted

IAS 1, Presentation of Financial Statements ("IAS 1") - Classification of Liabilities as Current or Non-Current

In January 2020, the IASB issued amendments to IAS 1. The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the consolidated statements of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity. The amendments are effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted. The Company has determined that adoption of these amendments has no significant effect on the Company's consolidated financial statements.

All other IFRS and amendments issued but not yet effective have been assessed by the Company and are not expected to have a material impact on the Company's consolidated financial statements.

New standards and interpretations

Amendments to IAS 1 and IFRS Practice Statement 2

In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2, Making Materiality Judgements, in which it provides guidance and examples to help entities apply materiality judgements to accounting policy disclosures. The amendments aim to help entities provide accounting policies disclosures that are more useful by replacing the requirement for entities to disclose "significant" accounting policies with a requirement to disclose their "material" accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting disclosures. The amendments to IAS 1 are applicable for annual periods beginning on or after January 1, 2023 with earlier application permitted. Since the amendments to IFRS Practice Statement 2 provide non-mandatory guidance on the application of the definition of material to accounting policy information, an effective date for these amendments is not necessary. The Company has determined that adoption of these amendments has no significant effect on the Company's consolidated financial statements.

IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors ("IAS 8") - Definition of Accounting Estimates

In February 2021, the IASB amendments to IAS 8. The amendment will require the disclosure of material accounting policy information rather than disclosing significant accounting policies and clarifies how to distinguish changes in accounting policies from changes in accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty". The amendment provides clarification to help entities to distinguish between accounting policies and accounting estimates. The amendments are effective for annual periods beginning on or after January 1, 2023. The Company has determined that adoption of these amendments has no significant effect on the Company's consolidated financial statements.

Page 23 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

IAS 12, Income Taxes ("IAS 12") - Deferred Tax related to Assets and Liabilities Arising from a Single Transaction

In May 2021, the IASB issued amendments to IAS 12. The amendment narrows the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal taxable and deductible temporary differences. As a result, companies will need to recognize a deferred tax asset and deferred tax liability for temporary differences arising on initial recognition of transactions such as leases and decommissioning obligations. The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. The Company has determined that adoption of these amendments has no significant effect on the Company's consolidated financial statements.

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting year. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the year in which the estimate is revised and future years if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Judgments, estimates and assumptions that have the most significant effect on the amounts recognized in the consolidated financial statements include warrants and fair value of share-based payments (note 9) and the fair value of financial instruments (note 15).

Ability to continue as a going concern

In order to assess whether it is appropriate for the Company to continue as a going concern, management is required to apply judgment and make estimates with respect to future cash flow projections.

In arriving at this judgment, there were a number of assumptions and estimates involved in calculating these future cash flow projections. This includes making estimates regarding the timing and amounts of future expenditures and the ability and timing of raising additional financing.

Business combinations

A business combination is a transaction or event in which an acquirer obtains control of one or more businesses and is accounted for using the acquisition method. The total consideration paid for the acquisition is the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments issued in exchange for control of the acquiree at the acquisition date. The acquisition date is the date where the Company obtains control of the acquiree. The identifiable assets acquired and liabilities assumed are recognized at their acquisition date fair values, except for deferred taxes and share-based payment awards where IFRS provides exceptions to recording the amounts at fair value. Acquisition costs are expensed to profit or loss.

Page 24 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IFRS 9, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognized in profit or loss.

Non-controlling interest in the acquiree, if any, is recognized either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets, determined on an acquisition-by-acquisition basis. For each acquisition, the excess of total consideration, the fair value of previously held equity interest prior to obtaining control and the non-controlling interest in the acquiree, over the fair value of the identifiable net asset acquired, is recorded as goodwill.

Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they may be adjusted retrospectively in subsequent periods. The measurement period is the period from the acquisition date to the date complete information about facts and circumstances that existed as of the acquisition date is received. However, the measurement period does not exceed one year from the acquisition date.

Acquisitions that do not meet the definition of a business combination are accounted for as an asset acquisition. Consideration paid for an asset acquisition is allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values.

Share based payments

The fair value of share-based compensation expenses are estimated using the Black-Scholes option pricing model and rely on a number of estimates, such as the expected life of the option, the volatility of the underlying share price, the risk-free rate of return, and the estimated rate of forfeiture of options or warrants granted.

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs of disposing of the asset. The value in use calculation is based on a discounted cash flow (“DCF”) model. The cash flows are derived from the forecast for the next ten years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the performance of the assets of the CGU being tested. The determination of the Company’s CGUs is based on management’s judgement. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognized by the Company. Future events could cause the assumptions used in the impairment review to change with a consequential adverse effect on the results of the Company.

Page 25 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Income taxes

The Company computed an income tax provision in accordance with the applicable income tax laws. However, actual amounts of income tax expense only become final upon filing and acceptance of the tax return by the relevant authorities, which occurs subsequent to the issuance of the consolidated financial statements. Additionally, estimation of income taxes includes evaluation the recoverability of deferred tax assets based on an assessment of the ability to use the underlying future tax deductions before they expire against future taxable income. The assessment is based upon existing tax laws and estimates of future taxable income. The income tax provision is based on estimates of full-year earnings by jurisdiction. The average annual effective income tax rates are re-estimated at the end of each reporting period. To the extent that estimates and forecasts differ from actual results, adjustments are recorded in subsequent periods.

4. ACQUISITION

On October 23, 2023, Cybin completed the acquisition of Small Pharma and its wholly-owned subsidiary Small Pharma Ltd. (the “Acquisition”) and issued 0.2409 Common Shares for every one common share of Small Pharma outstanding, resulting in a total of 80,945,254 Common Shares being issued to Small Pharma shareholders. As a result of the Acquisition, Small Pharma became a wholly-owned subsidiary of Cybin. On December 16, 2023 the Company changed the name of Small Pharma Ltd to Cybin UK Ltd.

In connection with the Acquisition, all unvested options of Small Pharma were vested and holders were able to exercise their options prior to the close of the Acquisition. All stock options of Small Pharma remaining unexercised at October 23, 2023 were cancelled and compensation of $0.001 per stock option was paid to the optionees.

As at October 23, 2023 Small Pharma’s patent portfolio consisted of 17 active patent families with 92 pending applications and 30 granted patents across its psychedelic and non-psychedelic portfolio.

The Company has determined that the Acquisition was a business combination under IFRS. In accordance with the measurement period permitted under IFRS 3 - Business Combinations, the fair value of the assets acquired and liabilities assumed have been estimated as follows for the purposes of these condensed interim consolidated financial statements. This fair valuation is provisional, and its finalization is to be completed within one year from the business combination date as allowed under IFRS 3 and adjusted retrospectively.

Acquisition Summary
Share Consideration	$	53,481
Fair value of purchaser consideration	$	53,481
Provisional Allocation of Purchase Price
Cash	$	7,632
Current assets	$	510
Net equipment	$	37
Intellectual property	$	29,339
Right of use asset	$	412
Lease liability	$	(415)
Liabilities assumed	$	(6,686)

Page 26 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Goodwill	$	22,652
Total allocation of purchase price	$	53,481

A professional valuator has been engaged by the Company to estimate the value of the assets of Small Pharma for

the purpose of the final purchase price allocation. Accordingly, the above estimated values may be subject to change.

As at February 28, 2023, Small Pharma had Canadian loss carry forwards of $9,393 and UK loss carry forwards (stated in Canadian dollars) of $46,631. No value has been ascribed to loss carry forward in these consolidated financial statements. Tax values of assets acquired may differ from their accounting values.

The following revenue and net loss is attributable to the period from Acquisition date to March 31, 2024 and included in these consolidated financial statements.

Revenue	$	—
Net loss	$	(1,666)

Page 27 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

5.    EQUIPMENT

Equipment consists as follows:

	Lab Equipment	Computer Equipment	Total
Cost	$	$	$
Balance as at March 31, 2022	475	238	713
Additions	142	—	142
Effect of foreign exchange	47	1	48
Balance as at March 31, 2023	664	239	903
Acquisition from Small Pharma	—	37	37
Additions	—	21	21
Computer equipment write-down	—	(33)	(33)
Effect of foreign exchange	—	1	1
Balance as at March 31, 2024	664	266	930
Accumulated Depreciation
Balance as at March 31, 2022	138	84	222
Depreciation charge	135	79	214
Effect of foreign exchange	17	—	17
Balance as at March 31, 2023	290	163	453
Depreciation charge	137	86	223
Computer equipment write-down	—	(15)	(15)
Effect of foreign exchange	3	—	3
Balance as at March 31, 2024	430	234	664
Net book value as at March 31, 2023	374	76	450
Net book value as at March 31, 2024	234	32	266

Page 28 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

6.    INTANGIBLE ASSETS

	IP Research & Development	Patents	Licenses	Software	Total
Cost	$	$	$	$	$
Balance as at March 31, 2022	1,566	443	—	74	2,083
Additions	1,342	495	1,330	—	3,167
Effect of foreign exchange	168	40	49	—	257
Balance as at March 31, 2023	3,076	978	1,379	74	5,507
Acquisition of Small Pharma	29,339	—	—	—	29,339
Additions	—	689	—	—	689
Effect of foreign exchange	25	1	2	—	28
Balance as at March 31, 2024	32,440	1,668	1,381	74	35,563
Accumulated Amortization
Amortization charge	—	—	19	18	37
Balance as at March 31, 2023	—	—	19	18	37
Amortization charge	—	—	37	24	61
Balance as at March 31, 2024	—	—	56	42	98
Net book value as at March 31, 2023	3,076	978	1,360	56	5,470
Net book value as at March 31, 2024	32,440	1,668	1,325	32	35,465

IP Research & Development

See note 4 for information on the Small Pharma Acquisition.

On July 11, 2022, the Company completed the acquisition of a Phase 1 N,N-dimethyltryptamine (“DMT”) study (the “DMT Acquisition”) from Entheon Biomedical Corp. to accelerate the clinical development path for CYB004, Cybin’s proprietary deuterated DMT molecule for the potential treatment of anxiety disorders. The Company paid $1,000 for the DMT Acquisition, and assumed liabilities of $342.

Licenses

During the year ended March 31, 2023, the Company entered into multiple licensing agreements that provide Cybin with additional access to IP from over 15 more patents or patent applications, including the acquisition of an exclusive license to a targeted class of tryptamine-based molecules from Mindset Pharma Inc. (“Mindset”), for which it paid a one-time license fee of $680 (US$500). The licensing agreements collectively provide the Company with access to a broad range of preclinical molecule combinations for its library of psychedelic derivative drug development candidates. In addition to the exclusive license with Mindset, the Company spent an additional $650 on a licensing agreement.

Patents

Costs associated with patent procurement

Page 29 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Impairment

The Company performed its annual impairment test of intangible assets not yet in use at March 31, 2024. The recoverable amount was determined based on the relief from royalty method to arrive at the value-in-use (“VIU”). The Company considered an estimate of future revenues and a reasonable royalty rate to apply to financial projections based on the current budget and future commercialization plans. In assessing the VIU, estimated future cash flows are discounted to their present value using a discount rate that reflects the assessment of royalty and business opportunities and risk as well as the market potential. The VIU calculations were performed using a pre-tax discount rate of 15.7% and an estimated useful life of 15 years. Based on the Company’s assessment, the recoverable amount is higher than the carrying value and therefore no impairment loss was recorded for the year ended March 31, 2024.

7. LEASES

RIGHT-OF-USE -ASSET
Cost
Balance as at March 31, 2023	$	—
Additions	$	412
Effect of foreign exchange	$	12
Balance as at March 31, 2024	$	424
Accumulated amortization
Balance as at March 31, 2023	$	—
Amortization	$	140
Effect of foreign exchange	$	3
Balance as at March 31, 2024	$	143
Net book value, March 31, 2024	$	281

    

LEASE LIABILITY
Balance as at March 31, 2023	$	—
Additions	415
Interest accretion	8
Effect of foreign exchange	17
Payments	(149)
Balance as at March 31, 2024	291
Current lease liabilities	$	291

Page 30 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

8.    GOODWILL

Goodwill is recognized at the acquisition date when total consideration exceeds the net identifiable assets acquired.

Cost	$
Balance as at March 31, 2022	22,892
Effect of foreign exchange	1,900
Balance as at March 31, 2023	24,792
Acquisition from Small Pharma	22,652
Effect of foreign exchange	31
Balance as at March 31, 2024	47,475

Impairment

For purposes of the Company’s goodwill impairment testing, the Company has grouped certain CGUs to test at the lowest level at which management monitors goodwill for internal management purposes, which is the Company wide level.

The Company performed its annual impairment test of goodwill at March 31, 2024. The recoverable amount was determined based on value-in-use (“VIU”) and considered the cash flows of the group of CGUs based on the current budget and future commercialization plans. In assessing the VIU, estimated future cash flows are discounted to their present value using a discount rate that reflects market assessments of the time value of money and the risks specific to the CGUs. The VIU calculations were performed using a pre-tax discount rate of 15.7%. The Company determined the terminal value as an estimate of the present value of the future cash flows in the terminal period, applying a terminal growth rate of 2%. Based on the Company’s assessment, the recoverable amount is higher than the carrying value and therefore no impairment loss was recorded for the year ended March 31, 2024.

Page 31 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and March 31, 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

9.    SHARE CAPITAL

a)Authorized share capital

The authorized share capital of Cybin consists of an unlimited number of Common Shares and an unlimited number of preferred shares without par value. The board of directors of Cybin would determine the designation, rights, privileges, and conditions attached to any preferred shares prior to issuance.

b)Issued share capital

Common Shares

As at March 31, 2024, the Company has 15,807,443 Common Shares held in escrow (2023: nil).

During the year ended March 31, 2024, the Company completed the following share issuances:

On August 23, 2023, the Company established a new at-the-market equity program (the “2023 ATM Program” and together with the 2022 ATM Program (see below), the “ATM Programs”) that allows the Company to issue and sell up to US$35,000 of Common Shares from treasury to the public, from time to time. Distributions of Common Shares under the 2023 ATM Program are made pursuant to the terms and conditions of an at-the-market equity distribution agreement (the “2023 Distribution Agreement”) dated August 23, 2023, among the Company, Cantor Fitzgerald Canada Corporation and Cantor Fitzgerald & Co. The 2023 ATM Program is to be effective until the earlier of the issuance and sale of all of the Common Shares issuable pursuant to the 2023 ATM Program and September 17, 2025, unless earlier terminated in accordance with the terms of the 2023 Distribution Agreement.

During the year ended March 31, 2024, the Company sold 34,140,507 Common Shares under the ATM Programs at an average price of $0.4549 (US$0.3374) per Common Share, for aggregate gross proceeds of $15,532 (US$11,518). Share issuance costs related to the ATM Programs for the year were $832.

On May 30, 2023, the Company entered into an agreement (the “LPC Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”). Subject to the terms and conditions of the LPC Agreement, the Company has the right to sell, and LPC is obligated to purchase, up to US$30,000 of Common Shares over a 36-month period at prices that are based on the market price at the time of each sale to LPC. Cybin, in its sole discretion, controls the timing and amount of all sales of Common Shares under the LPC Agreement. During the year ended March 31, 2024, the Company sold 1,925,000 Common Shares, at an average price of $0.3236 (US$0.2417) per Common Shares, for aggregate gross proceeds of $623 (US$465) pursuant to the LPC Agreement. Share issuance costs related to the LPC Agreement for the year ended March 31, 2024 were $476 (US$351).

Cybin has the right to terminate the LPC Agreement at any time at no cost or penalty. LPC has agreed not to engage in any short selling or hedging activity of any kind in the Common Shares. As consideration for LPC’s obligation to purchase Common Shares from the Company at its direction under the LPC Agreement, Cybin issued 2,538,844 Common Shares to LPC as a commitment fee on May 30, 2023. The LPC Agreement provides that Cybin may not issue or sell any Common Shares to LPC under the LPC Agreement which, when aggregated with all other Common Shares then beneficially owned by LPC and its affiliates (as calculated pursuant to Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder), would result in LPC beneficially owning more than 9.99% of the outstanding Common Shares. On July 31, 2023, Cybin announced that it had suspended all sales under the LPC Agreement. On August 23, 2023, the Company filed a prospectus supplement to the base shelf prospectus dated August 17, 2023 to re-qualify sales of up to US$30,000 of the Company’s Common Shares pursuant to the LPC Agreement.

Page 32 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

On August 4, 2023, the Company completed a public offering (the “August 2023 Offering”) of 24,264,706 units of the Company (the “August 2023 Units”) at a price of US$0.34 per August 2023 Unit for gross proceeds of $11,018(US$8,250) pursuant to a supplement to the Company’s short form base shelf prospectus dated July 5, 2021. Each August 2023 Unit is comprised of one Common Share and one Common Share purchase warrant (the “August 2023 Warrants”). Each August 2023 Warrant is exercisable to acquire one Common Share at a price of $0.53(US$0.40) for a period of 60 months from issuance, subject to acceleration in certain circumstances. In connection with the Offering, Cybin paid the underwriters a cash commission of $506(US$379) and incurred additional share issuance costs, being professional fees of $622(US$465).

On November 14, 2023, the Company completed a public offering (the “November 2023 Offering”) of 66,666,667 units of the Company (the “November 2023 Units”) at a price of US$0.45 per November 2023 Unit for gross proceeds of $41,107(US$30,000) pursuant to a supplement to the Company’s short form base shelf prospectus dated August 17, 2023. Each November 2023 Unit is comprised of one Common Share and one Common Share purchase warrant (the “November 2023 Warrants”). Each November 2023 Warrant is exercisable to acquire one Common Share at a price of$0.70 (US$0.51) between May 14, 2024 and May 14, 2029, subject to acceleration in certain circumstances. In connection with the November 2023 Offering, Cybin paid the underwriters a cash commission of $2,096(US$1,530) and incurred additional share issuance costs being professional fees of $339(US$247).

On March 19, 2024, the Company completed a private placement (the “March 2024 Offering”) of 348,837,210 Common Shares at a price of US$0.43 per Common Share for gross proceeds of $202,995(US$150,000). 15,807,443 Common Shares issued in the March 2024 Offering are subject to resale restrictions until the July 20, 2024. In connection with the March 2024 Offering, Cybin paid the agent cash commission of $11,726(US$8,665) and incurred additional share issuance costs being professional fees of $78(US$58).

During the year ended March 31, 2023, the Company completed the following share issuances:

On August 8, 2022, the Company established an at-the-market equity program (the “2022 ATM Program”) that allowed the Company to issue and sell up to US$35,000 of Common Shares from treasury to the public, from time to time. Distributions of Common Shares under the 2022 ATM Program are made pursuant to the terms and conditions of an at-the-market equity distribution agreement dated August 8, 2022 among the Company, Cantor Fitzgerald Canada Corporation and Cantor Fitzgerald & Co. The 2022 ATM Program was effective until August 5, 2023. when it automatically terminated in accordance with the terms of the Distribution Agreement.

Up to March 31, 2023 the Company had sold 20,754,120 Common Shares under the 2022 ATM program at an average price of $0.6819 (US$0.5079) per Common Share, for aggregate gross proceeds of $14,152 (US$10,541). Share issuance costs for the year ended March 31, 2023 were $950.

Preferred Shares

As at March 31, 2024, the Company has nil preferred shares outstanding (March 31, 2023- nil).

Page 33 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Cybin US Class B Shares

	Number of Class B Shares
Balance as at March 31, 2022	1,047,135.1
Issued on achievement of milestones	360,374.2
Converted into Common Shares	(876,967.2)
Balance as at March 31, 2023	530,542.1
Converted to Common Shares	(494,457.4)
Balance as at March 31, 2024	36,084.7

As at March 31, 2024, 36,084.7 Class B Shares were outstanding, and are exchangeable for a total of 360,847 Common Shares. These consolidated financial statements reflect issued Class B Shares on an as-converted basis.

During the year ended March 31, 2024 no additional Class B shares were issued. As of March 31, 2023 all Milestones were achieved and all eligible Class B shares were issued.

During the year ended March 31, 2023, the Company issued Class B Shares as follows:

On April 1, 2022, 22,428.3 Class B Shares were issued to Former Adelia Shareholders due to the achievement of the Milestone identified as Year 2 Q2 (iv), having an aggregate value of $229 at a price per Class B Share of $10.20. These Class B Shares are exchangeable for a total of 224,283 Common Shares, representing an effective issue price of $1.02 per Common Share. In consideration for the Milestone achieved, on June 22, 2022, an additional 456.5 Class B Shares having an aggregate value of $5 were issued to Former Adelia Shareholders.

On June 24, 2022, 266,933.1 Class B Shares were issued to Former Adelia Shareholders due to the achievement of certain Milestones identified as Y2, Q2 (i), (vi), Y2, Q3 (ii), Year 2 Q4 (i) and Year 3 Q1 (i), (ii), (iii), having an aggregate value of $2,034 at a price per Class B Share of $7.62. These Class B Shares are exchangeable for a total of 2,669,331 Common Shares, representing an effective issue price of $0.76 per Common Share.

On June 27, 2022, 37,366.2 Class B Shares were issued to Former Adelia Shareholders due to the achievement of the Milestone identified as Y2, Q3 (i), having an aggregate value of $280 at a price per Class B Share of $7.50. These Class B Shares are exchangeable for a total of 373,662 Common Shares, representing an effective issue price of $0.75 per Common Share.

On August 31, 2022, 33,190.1 Class B Shares were issued to Former Adelia Shareholders due to the achievement of the Milestone identified as Y2, Q4 (ii), having an aggregate value of $468 at a price per Class B Share of $14.10. These Class B Shares are exchangeable for a total of 331,901 Common Shares, representing an effective issue price of $1.41 per Common Share.

With the fulfillment of all of the remaining milestones during the year ended March 31, 2023, it is not anticipated that any additional Class B Shares will be issued.

Page 34 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

c)Warrants

The continuity of the outstanding warrants for the years ended March 31, 2024 and March 31, 2023, are as follows:

	Number of Warrants	Weighted average exercise price
		$
Common Share Purchase Warrants
As at March 31, 2022	25,548,836	1.22
Exercised	(1,164,638)	0.31
Expired	(1,153,713)	0.75
As at March 31, 2023	23,230,485	1.29
Issued	90,931,373	0.67
Exercised	(101,000)	0.53
Expired	(7,805,360)	3.47
Outstanding as at March 31, 2024	106,255,498	0.60
Exercisable as at March 31, 2024	39,588,831	0.44
Unit Purchase Warrants(1)
As at March 31, 2022	868,740	2.25
Exercised	—	—
As at March 31, 2023	868,740	2.25
Expired	(868,740)	2.25
Outstanding as at March 31, 2024	—	—
Exercisable as at March 31, 2024	—	—

(1) Each unit consisted of one Common Share and one half of one Common Share purchase warrant, with each Common Share purchase warrant being exercisable to acquire one Common Share at an exercise price of $3.25 per Common Share.

During the year ended March 31, 2024, the Company had the following movement in warrants:

During the year ended March 31, 2024, 101,000 Common Share purchase warrants (March 31, 2023 - 1,164,638) were exercised by various holders for aggregate proceeds to the Company of $56 (March 31, 2023 - $362).

During the year ended March 31, 2024, 7,805,360 warrants with a weighted average exercise price of $3.47 expired.

Page 35 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

During the year ended March 31, 2024, the Company completed the following warrant issuances:

On August 4, 2023, Cybin issued 24,264,706 “August 2023 Warrants” in connection with the August 2023 Offering. Each August 2023 Warrant is exercisable to acquire one Common Share at a price of US$0.40 per Common Share until August 4, 2028, subject to acceleration in certain circumstances.

The Company estimated the aggregate fair value of the August 2023 Warrants using the Black-Scholes option pricing model to be $4,600(US$3,442) with the following assumptions:

Risk-free interest rate                  3.87%

Expected annual volatility rate based on comparable companies                      95.0%

Expected life (in years)                                      5

Expected divided yield                                      0.00%

Share price                                         US$0.34

Exercise price                                     US$0.40

On November 14, 2023, Cybin issued 66,666,667 “November 2023 Warrants” in connection with the November 2023 Offering. Each November 2023 Warrant is exercisable from May 14, 2024 to May 14, 2029 to acquire one Common Share at a price of US$0.51, subject to acceleration in certain circumstances.

The Company estimated the aggregate fair value of the November 2023 Warrants using the Black-Scholes option pricing model to be $17,842(US$12,299) with the following assumptions:

Risk-free interest rate                  3.76%

Expected annual volatility rate based on comparable companies                      95.0%

Expected life (in years)                                      5.5

Expected divided yield                                      0.00%

Share price                                         US$0.46

Exercise price                                     US$0.51

The following summarizes information about Common Shares purchase warrants outstanding at March 31, 2024:

Date of Expiry	Warrants outstanding	Warrants exercisable	Weighted average of exercisable price	Estimated grant date fair value	Weighted average remaining contractual life
			$	$000’s	Years
June 15, 2025	12,800,000	12,800,000	0.25	2,319	2.21
August 20, 2025	1,475,125	1,475,125	0.64	680	2.39
November 15, 2025	1,150,000	1,150,000	0.25	220	2.63
August 4, 2028(1)	24,163,706	24,163,706	US$0.40	4,578	4.34
May 14, 2029(2)	66,666,667	—	US$0.51	17,842	5.12
	106,255,498	39,588,831	0.44	25,639	4.38

1) On August 4, 2023, the August 2023 Warrants were issued at US$0.40 which was equivalent to $0.53.

(2) On November 14, 2023, the November 2023 Warrants were issued at US$0.51 which was equivalent to $0.70.

Page 36 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

As at March 31, 2024, the Company has no Common Share purchase warrants held in escrow (2023 - nil).

The Company recognized share-based payments compensation related to the issuance of Common Share purchase warrants for the year ended March 31, 2024 of $0 (2023 - $6).

d)Stock options

On November 5, 2020, Cybin adopted an equity incentive plan. Under the plan, the board of directors may grant share-based awards to acquire such number of Common Shares as is equal to up to 20% of the total number of issued and outstanding Common Shares at the time such awards are granted. Options granted under the plan vest over a period of time at the discretion of the board of directors. On August 16, 2021, the board of directors and the shareholders approved an amendment to the equity incentive plan to modify certain provisions for awards granted to residents of the United States, to increase the fixed number of Incentive Stock Options (as defined in the plan) and certain other housekeeping amendments.

The changes in options for the years ended March 31, 2024 and 2023 are as follows:

	Number of Options	Weighted average exercise price
		$
As at March 31, 2022	28,885,002	1.45
Granted	2,475,000	0.91
Forfeited/Expired	(1,790,202)	2.20
As at March 31, 2023	29,569,800	1.36
Granted	38,445,000	0.69
Forfeited/Expired	(1,813,800)	1.16
Outstanding as at March 31, 2024	66,201,000	0.93
Exercisable as at March 31, 2024	56,449,750	0.98

During the year ended March 31, 2024, the Company completed the following option issuances:

On June 29, 2023, the Company granted options to purchase up to 11,615,000 Common Shares, of which 3,991,000 were granted to employees, 3,763,000 were granted to officers of the Company, 3,076,000 were granted to consultants, and 785,000 were granted to directors of the Company. The granted options have an exercise price of $0.44 per Common Share and expire on June 30, 2028. The granted options have different vesting schedules; 1,500,000 options vested immediately, 700,000 options vest over three months, 100,000 options vest over one year, and 9,315,000 options vest over two years. The aggregate estimated grant date fair value was determined to be $4,080, calculated using the Black-Scholes option pricing model with the following assumptions:

Page 37 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Risk-free interest rate	3.78%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.47
Exercise price	$	0.44

On September 26, 2023, the Company granted options to purchase up to 1,210,000 Common Shares, of which 135,000 were granted to an employee and, 1,075,000 were granted to consultants. The granted options have an exercise price of $0.79 per Common Share, and 975,000 options expire on September 26, 2026 and the remaining 235,000 options expire on September 26, 2028. The granted options have different vesting schedules. 375,000 options vest over three months, 200,000 options vest over six months, 400,000 options vest over one year, 100,000 options vest over fifteen months, and 135,000 options vest over 18 months.

The aggregate estimated grant date fair value was determined to be $577, calculated using the Black-Scholes option pricing model with the following assumptions:

Options expiring on September 26, 2026.

Risk-free interest rate	4.68%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3.00
Expected dividend yield	0.00%
Share price	$	0.79
Exercise price	$	0.79

Options expiring on September 26, 2028.

Risk-free interest rate	4.28%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.79
Exercise price	$	0.79

On November 16, 2023, the Company granted options to purchase up to 25,600,000 Common Shares, of which 22,200,000 were granted to officers, 1,600,000 were granted to directors, 1,300,000 were granted to employees and 500,000 were granted to a consultant. The granted options have an exercise price of $0.715 per Common Share, 500,000 options expire on November 16, 2026 and the remaining 25,100,000 options expire on November 16, 2028. The granted options have different vesting schedules. 18,850,000 options vest immediately and 6,750,000 options vest over two years.

Page 38 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

The aggregate estimated grant date fair value was determined to be $10,907, calculated using the Black-Scholes option pricing model with the following assumptions:

Options expiring on November 16, 2026.

Risk-free interest rate	4.28%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3.00
Expected dividend yield	0.00%
Share price	$	0.60
Exercise price	$	0.72

Options expiring on November 16, 2028.

Risk-free interest rate	4.28%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.60
Exercise price	$	0.72

On March 20, 2024, the Company granted options to purchase up to 20,000 Common Shares to an employee with an exercise price of $0.56 per Common Share which expire on March 20, 2029 and vest over two years.

The aggregate estimated grant date fair value was determined to be $8, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.52%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.56
Exercise price	$	0.56

During the year ended March 31, 2024, the Company amended the expiry dates of certain options with former employees and consultants of the Company.

During the year ended March 31, 2023, the Company completed the following option issuances:

On June 30, 2022, the Company granted options to purchase up to: 65,000 Common Shares to employees, with an exercise price of $1.00 per Common Share and vesting over two years. The options expire on June 30,

Page 39 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

2027. The aggregate estimated grant date fair value was determined to be $32, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.10%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.72
Exercise price	$	1.00

On June 30, 2022, the Company granted options to purchase up to 500,000 Common Shares to consultants, with an exercise price of $0.90 per Common Share. The options vested immediately and expire on June 30, 2025. The estimated grant date fair value was determined to be $183, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.14%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.72
Exercise price	$	0.90

On August 15, 2022, the Company granted options to purchase up to 800,000 Common Shares to consultants, with an exercise price of $1.00 per Common Share and vesting over two years. The options expire on August 15, 2025. The estimated grant date fair value was determined to be $429, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.11%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.97
Exercise price	$	1.00

On August 15, 2022, the Company granted options to purchase up to 20,000 Common Shares to an employee, with an exercise price of $1.00 per Common Share and vesting over two years. The options expire on August 15, 2027. The estimated grant date fair value was determined to be $14, calculated using the Black-Scholes option pricing model with the following assumptions:

Page 40 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Risk-free interest rate	2.88%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5
Expected dividend yield	0.00%
Share price	$	0.97
Exercise price	$	1.00

On September 30, 2022, the Company granted options to purchase up to 270,000 Common Shares to consultants, with an exercise price of $0.75 per Common Share and vesting over two years. The options expire on September 30, 2025. The estimated grant date fair value was determined to be $102, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.72%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.67
Exercise price	$	0.75

On September 30, 2022, the Company granted options to purchase up to 245,000 Common Shares to employees, with an exercise price of $1.00 per Common Share and vesting over two years. The options expire on September 30, 2027. The estimated grant date fair value was determined to be $98, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.32%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5
Expected dividend yield	0.00%
Share price	$	0.67
Exercise price	$	1.00

On November 16, 2022, the Company granted options to purchase up to 200,000 Common Shares to a consultant with an exercise price of $0.91 per Common Share. The options vested immediately and expire on November 15, 2025. The estimated grant date fair value was determined to be $53, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.78%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.58
Exercise price	$	0.91

Page 41 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

On November 16, 2022, the Company granted options to purchase up to 375,000 Common Shares to consultants with an exercise price of $0.75 per Common Share. The options vested immediately and expire on November 15, 2025. The estimated grant date fair value was determined to be $110, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.78%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.58
Exercise price	$	0.75

The following summarizes information about stock options outstanding on March 31, 2024:

	Exercise Price	Number of options outstanding	Number of options exercisable	Weighted average remaining life	Recognized estimated grant date fair value
Expiry date	$			Years	$000’s
June 15, 2025	0.25	2,350,000	2,350,000	1.21	420
June 30, 2025	0.90	500,000	500,000	1.25	183
August 14, 2025	1.00	737,500	737,500	1.37	429
September 30, 2025	0.75	270,000	260,625	1.50	97
October 12, 2025	0.75	3,000,000	3,000,000	1.53	1,607
November 4, 2025	0.75	5,700,000	5,700,000	1.60	3,057
November 13, 2025	0.88	500,000	500,000	1.62	315
November 15, 2025	0.75	375,000	375,000	1.63	110
November 15, 2025	0.91	200,000	200,000	1.63	53
December 11, 2025	1.48	700,000	700,000	1.70	741
December 14, 2025	1.74	1,589,100	1,589,100	1.71	1,971
December 28, 2025	1.89	760,000	760,000	1.74	1,027
January 2, 2026	1.89	225,000	225,000	1.76	304
February 15, 2026	2.03	150,000	150,000	1.88	218
February 16, 2026	2.03	150,000	150,000	1.88	218
March 10, 2026	1.39	1,186,300	1,186,300	1.94	1,185
March 15, 2026	1.55	300,000	300,000	1.95	360
March 28, 2026	1.36	1,575,000	1,575,000	1.99	1,540
March 29, 2026	1.32	37,500	37,500	1.99	36
March 31, 2026	1.35	250,000	250,000	2.00	243
June 28, 2026	2.90	3,160,000	3,160,000	2.24	6,589
August 16, 2026	2.48	215,000	215,000	2.38	383
August 18, 2026	2.48	300,000	300,000	2.38	519
September 26, 2026	0.79	975,000	975,000	2.49	439

Page 42 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

	Exercise Price	Number of options outstanding	Number of options exercisable	Weighted average remaining life	Recognized estimated grant date fair value
September 27, 2026	2.87	195,000	195,000	2.49	403
September 27, 2026	3.15	545,000	545,000	2.49	1,105
November 16, 2026	0.72	500,000	125,000	2.63	81
December 31, 2026	1.50	1,250,000	1,250,000	2.75	1,352
December 31, 2026	3.15	20,000	20,000	2.75	18
March 4, 2027	1.13	1,075,600	1,075,600	2.92	878
March 4, 2027	3.15	40,000	40,000	2.92	25
March 8, 2027	1.02	400,000	400,000	2.93	295
June 30, 2027	1.00	65,000	65,000	3.25	32
August 14, 2027	1.00	20,000	20,000	3.37	14
September 30, 2027	1.00	220,000	190,625	3.50	95
June 30, 2028	0.44	11,310,000	6,805,000	4.25	3,297
September 26, 2028	0.79	235,000	105,000	4.49	98
November 16, 2028	0.72	25,100,000	20,412,500	4.63	9,438
March 20, 2029	0.56	20,000	5,000	4.97	2
		66,201,000	56,449,750	2.40	39,177

As at March 31, 2024, the Company has no options held in escrow (2023 - nil).

The Company recognized share-based payments expense related to the issuance of stock options for the year ended March 31, 2024 of $13,886 (2023 - $4,680).

The outstanding options and warrants disclosed above were anti-dilutive for the year ended March 31, 2024 and did not impact the calculation of the loss per share.

Page 43 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

10.    RELATED PARTY TRANSACTIONS AND BALANCES

Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined its key management personnel to be executive officers and directors of the Company.

The remuneration of key management personnel for the years ended March 31, 2024 and 2023 are as follows:

	Year ended March 31,
	2024	2023
	$	$
Payroll, consulting and benefits(1)	6,406	5,966
Share-based compensation
Options	8,643	2,346
Warrants	—	3
Total	15,049	8,315

(1) For the year ended March 31, 2024, includes $5,145 presented in the consolidated statement of loss and comprehensive loss as a part of “General and administrative costs” and $1,261 presented in the consolidated statement of loss and comprehensive loss as a part of “Research”.

Page 44 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

11.    GENERAL AND ADMINISTRATIVE EXPENSES

	Year ended March 31,
	2024	2023
	$	$
Payroll, consulting and benefits	8,248	6,272
Capital market	11,519	6,323
Office and administration	2,945	3,731
Professional and consulting fees	4,918	2,142
Investor relations	1,896	984
Marketing media	1,895	881
Business development	896	654
Listing fees	271	354
Total	32,588	21,341

12.    RESEARCH EXPENSES

	Year ended March 31,
	2024	2023
	$	$
Advancement of development programs	22,799	14,360
Payroll and benefits	8,319	8,830
Professional and consulting fees	210	1,159
Lab and administration	1,034	1,142
Total	32,362	25,491

13.    CONTRACTS, COMMITMENTS AND CONTINGENCIES

As at March 31, 2024, the Company had entered into agreements for various studies which may require the Company to spend up to an additional $6,625. The Company expects to pay this amount within the 12 months ending March 31, 2025, however the timing and certainty of the payments are contingent on availability of materials and successful completion of certain milestones. The Company has the right to cancel the studies at its discretion, in which case a cancellation fee may apply, however the Company is not liable to pay the full amount of the studies.

In addition to the above, during the year ended March 31, 2022, the Company entered into an exclusive license agreement with Mindset to acquire access to a number of classes of tryptamine-based molecules to support Company’s early-stage research programs and a fully-paid, perpetual non-exclusive license to a separate class of tryptamine-based molecules. Upon the successful completion of certain milestones contemplated in the exclusive license, the Company may have to pay additional consideration of up to $12,844 (US$9,500). At the sole discretion of Cybin, the milestones may be paid in cash or in Common Shares, or a combination thereof, subject to the approval of the Cboe. Due to the nature of the arrangement, the timing and probability of future potential payments cannot be determined at this time, and no accrual has been recorded. Further, there is no assurance that the aforementioned milestones will be met at all. The agreement

Page 45 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

also contemplates a sales royalty of approximately 2% for all commercialized licensed products within the scope of the agreement.

The Company is party to certain employee and management contracts that contain severance obligations. These contracts contain clauses requiring additional payments to be made upon the occurrence of involuntary termination. As the likelihood of these events taking place is not determinable, no contingent liabilities have been recorded in the consolidated financial statements.

In the normal course of business, the Company may be subject to legal proceedings and claims. As at March 31, 2024, there was no ongoing litigation and therefore no contingent liabilities have been recorded.

14.    CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue business opportunities and to maintain a flexible capital structure that optimizes the costs of capital at an acceptable risk. The Company’s intentions are to (i) provide financial capacity and flexibility in order to preserve its ability to meet its strategic objectives and financial obligations; (ii) maintain a capital structure which allows the Company to respond to changes in economic and marketplace conditions and affords the Company the ability to participate in new investments; (iii) optimize the use of its capital to provide an appropriate investment return to its shareholders equal with the level of risk; and (iv) maintain a flexible capital structure which optimizes the cost of capital at acceptable levels of risk.

The Company’s financial strategy is formulated and adapted according to market conditions in order to maintain a flexible capital structure that is consistent with its objectives and the risk characteristics of its underlying assets. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying assets. The Company maintains or adjusts its capital level to enable it to meet its objectives by raising capital through the issuance of securities.

The Company’s capital management objectives, policies and processes generally remained unchanged during the year ended March 31, 2024.

The Company requires capital to fund existing and future operations and meet regulatory capital requirements. The Company’s policy is to maintain adequate levels of capital at all times.

The Company’s capital structure includes the following:

As at	March 31, 2024	March 31, 2023
	$	$
Shareholders’ equity comprised of:
Share capital	443,877	158,162
Contributed surplus	11,750	2,102
Options reserve	39,177	27,283
Warrants reserve	25,639	10,873
Accumulated other comprehensive loss	(2,285)	(2,035)
Deficit	(226,231)	(148,151)
Total	291,927	48,234

Page 46 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

15.    FINANCIAL INSTRUMENTS

The Company’s financial instruments are exposed to certain financial risks, which include currency risk, credit risk, liquidity risk and interest rate risk.

The Company has classified its financial instruments as follows:

As at	March 31, 2024	March 31, 2023
	$	$
Financial assets, measured at fair value:
Cash	208,992	16,633
Financial assets, measured at amortized cost:
Accounts receivable	254	42
Financial liabilities, measured at amortized cost:
Accounts payable and accrued liabilities	9,805	5,663
Lease liabilities	291	—

The carrying value of the Company’s financial instruments approximate their fair value.

Fair value Hierarchy of Financial Instruments

The Company has categorized its financial instruments that are carried at fair value, based on the priority of the inputs to the valuation techniques used to measure fair value, into a three-level fair value hierarchy as follows:

Level 1: Fair value is based on unadjusted quoted prices for identical assets or liabilities in an active market. The types of assets and liabilities classified as Level 1 generally included cash.

Level 2: Fair value is based on quoted prices for similar assets or liabilities in active markets, valuation that is based on significant observable inputs, or inputs that are derived principally from or corroborated with observable market data through correlation or other means. Currently, the Company has no financial instruments that would be classified as Level 2.

Level 3: Fair value is based on valuation techniques that require one or more significant inputs that are not based on observable market inputs. These unobservable inputs reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability. Investments and any contingent liabilities are classified as Level 3.

There were no transfers between levels of the fair value hierarchy for the year ended March 31, 2024.

Page 47 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

The following table presents the changes in level 3 financial assets for the for two years ended March 31, 2024 :

	$
Balance as at March 31, 2022	242
Interest income	18
Change in fair value of investments measured at fair value through profit or loss	(260)
Balance as at March 31, 2023	—
Interest income	—
Change in fair value of investments measured at fair value through profit or loss	—
Balance as at March 31, 2024	—

The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements:

Description	Fair Value as at		Unobservable inputs	Range of inputs	Relationship of unobservable inputs to fair value
	March 31, 2024	March 31, 2023
	$	$
Rx Hybrid Instrument	—	—	Fair value interest rate of loan and conversion feature	10%	Increase/decrease in the fair value rate by 1% would not have a material effect on the fair value of the investment

Financial risk management

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash is exposed to credit risk. The Company reduces its credit risk on cash by placing these instruments with institutions of high credit worthiness. As at March 31, 2024, the Company’s maximum exposure to credit risk is the carrying value of its financial assets.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company manages liquidity by maintaining adequate cash balances to meet liabilities as they become due.

As at March 31, 2024, the Company had cash of $208,992 (March 31, 2023 - $16,633) in order to meet current liabilities. Accounts payable and accrued liabilities include trade payables and other obligations of $10,096 (March 31, 2023 - $5,663), all amounts are due within the next 12 months.

Market risk

The significant market risks to which the Company is exposed are interest rate risk and currency risk.

Page 48 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Interest rate risk

Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rate. In seeking to minimize the risks from interest rate fluctuations, the Company manages exposure through its normal operating and financing activities. As at March 31, 2024, the Company has determined its exposure to interest rate risk is minimal.

Currency risk

The Company is exposed to currency risk to the extent that monetary operational expenses are denominated in both CAD and USD while the functional currency of CAD is used for reporting. The Company has not entered into any foreign currency contracts to mitigate this risk.

At March 31, 2024, the Company had the following balances in monetary assets and monetary liabilities which are subject to fluctuation against CAD:

Denominated in:	US$000’s		GBP 000’s		EUR 000’s
Cash	148,713		509		425
Accounts payable and accrued liabilities	(343)		(299)		(201)
Lease liability	—		(217)		—
	148,370		(7)		225
Foreign currency rate	1.3550		1.7114		1.4632
Equivalent in Canadian dollars	$	201,041	$	(12)	$	329
Impact of 10% change in foreign currency rate	$	20,104	$	(1)	$	33

Based on the above net exposures as at March 31, 2024, and assuming that all other variables remain constant, a 10% change of the USD, GBP and EUR, against the CAD would impact net loss by approximately by $20,138.

Page 49 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

16.    INCOME TAX

Major items causing the Company’s income tax rate to differ from the Canadian statutory rate of approximately 26.5% are as follows:

	Year ended March 31,
	2024		2023
Net loss before income taxes	$	(78,080)	$	(47,490)
Expected recovery at statutory rate	$	20,691	$	12,585
Non-capital loss acquired on acquisition of subsidiary	$	11,658	$	—
Share-based compensation	$	(3,680)	$	(1,242)
Share issuance costs	$	4,420	$	321
Difference between Canadian and foreign tax rates	$	(5,440)	$	(4,032)
Effect of exchange on unbooked deferred tax assets	$	(112)	$	438
Non-deductible expenses	$	(132)	$	(338)
Change in unrecognized deferred tax assets	$	(27,405)	$	(7,732)
Income tax recovery	$	—	$	—

The significant components of the Company’s temporary differences, unused tax credits and unused tax losses, that have not been included on the consolidated statements of financial position, are as follows:

As at	March 31, 2024		March 31, 2023
Non-capital loss carryforwards	$	43,083	$	19,371
Deferred compensation	$	1,474	$	1,474
R&D expenditures	$	1,681	$	1,053
Share issuance costs	$	4,361	$	1,303
Depreciation/CCA differences	$	7	$	(6)
Other	$	—	$	6
	$	50,606	$	23,201
Valuation allowance	$	(50,606)	$	(23,201)
	$	—	$	—

Page 50 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

The non-capital losses in Canada expire as follows:

Year of expiry
2040	$	740
2041	$	19,193
2042	$	12,234
2043	$	10,704
2044	$	24,397
	$	67,268

This loss carryforward in the United States consists of:

Pre-acquisition loss generated in the period ended December 4, 2020	$	992
Post-acquisition loss generated in the period ending March 31, 2021	$	1,323
Loss generated in the year ending March 31, 2022	$	5,849
Loss generated in the year ending March 31, 2023	$	5,311
Loss generated in the year ending March 31, 2024	$	2,792
	$	16,267

Although the US federal losses carryforward indefinitely, they are subject to restrictions on their deductibility. The deductibility of the pre-acquisition loss and the post-acquisition loss is restricted to 80% of taxable income in the year of deduction. The pre-acquisition loss is further restricted to an annual limitation under Section 382. As at March 31, 2024, the annual limitation was $144.

Massachusetts allows for a 20-year carryforward period for restricted and unrestricted losses without limitation.

The non-capital losses in Ireland expire as follows:

Year of expiry
2042	$	22,965
2043	$	23,017
2044	$	33,857
	$	79,839

17.    SUBSEQUENT EVENTS

On April 1, 2024, pursuant to the provisions of the Business Corporations Act (Ontario), Small Pharma

completed a horizontal amalgamation with Cybin Corp., with Cybin Corp. being the resulting entity. As a

result of this amalgamation, Cybin UK Ltd. is now a wholly-owned subsidiary of Cybin Corp.

On April 5, 2024, the Company granted options to purchase up to 11,715,000 Common Shares, of which 7,250,000 were granted to officers and 4,465,000 were granted to employees. The granted options have an

Page 51 of 52

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

exercise price of $0.56 per Common Share. All the options expire on April 5, 2029. 1,464,375 options vest immediately and 10,250,625 options vest over two years.

On May 5, 2024, the Company cancelled options(price ranged from $0.715 to $3.15) to purchase up to 45,586,900 Common Shares.

Page 52 of 52

EX-99.1

CYBIN INC.

ANNUAL INFORMATION FORM

FOR THE YEAR ENDED MARCH 31, 2024

JUNE 25, 2024

TABLE OF CONTENTS

Page

GENERAL	1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	1
MARKET AND INDUSTRY DATA	5
REGULATORY	5
GLOSSARY OF TERMS	7
CORPORATE STRUCTURE	15
GENERAL DEVELOPMENT OF THE BUSINESS	17
DESCRIPTION OF THE BUSINESS	30
RISK FACTORS	78
DIVIDEND AND DISTRIBUTIONS	112
DESCRIPTION OF CAPITAL STRUCTURE	112
MARKET FOR SECURITIES	113
DIRECTORS AND EXECUTIVE OFFICERS	115
CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS	121
CONFLICTS OF INTEREST	122
LEGAL PROCEEDINGS AND REGULATORY ACTIONS	122
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	122
AUDITOR, TRANSFER AGENT AND REGISTRAR	122
MATERIAL CONTRACTS	122
INTERESTS OF EXPERTS	123
AUDIT COMMITTEE	123
COMPLIANCE PROGRAM	125
INSIDER TRADING POLICY AND CODE OF ETHICS AND BUSINESS CONDUCT	125
ADDITIONAL INFORMATION	127
EXHIBIT “A” AUDIT COMMITTEE CHARTER	A-1

-i-

GENERAL

In this annual information form (this “AIF”) unless otherwise noted or the context indicates otherwise, references to the “Company”, “we”, “us” and “our” refer to Cybin Inc. and its subsidiaries.

All financial information in this AIF is prepared in Canadian dollars and using International Financial Reporting Standards as issued by the International Accounting Standards Board. Unless otherwise noted herein, this AIF applies to the business activities and operations of the Company for the year ended March 31, 2024, as updated to June 25, 2024, unless otherwise indicated.

All dollar amounts in this AIF are expressed in Canadian dollars, except as otherwise indicated. References to US$ or “U.S. dollars” are to United States dollars.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This AIF, and certain documents incorporated by reference in this AIF, containforward-looking information and forward-looking statements within the meaning of Canadian securities legislation (“forward-looking statements”). All statements other than statements of historical fact contained in this AIF and in documents incorporated by reference in this AIF, including, without limitation, those regarding the Company’s future financial position, business strategy, budgets, research and development, plans and objectives of management for future operations, and any statements preceded by, followed by or that include the words “expect,” “likely”, “may,” “will,” “should,” “intend,” or “anticipate,” “potential,” “proposed,” “estimate” and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy, are forward-looking statements.

Forward-looking statements and information include, without limitation, the information concerning possible or assumed future results of operations of the Company set out under “General Development of the Business” and “Description of the Business”, including statements regarding:

•assumptions and expectations described in the Company’s critical accounting policies and estimates;

•the Company’s expectations regarding the adoption and impact of certain accounting pronouncements;

•the Company’s expectations regarding the market for psilocybin products;

•the Company’s expectations regarding legislation, regulations and licensing related to the import, export, processing and sale of psilocybin products;

•the approval of regulatory bodies of psychedelic substances including psilocybin, for the treatment of various health conditions;

•the healthcare industry in Canada, the United States, the Netherlands, the EU, Ireland and the United Kingdom;

•the ability to enter and participate in international market opportunities;

•the ability to secure inventory through long-term supply contracts or otherwise;

•product diversification and future corporate development;

•anticipated results of research and development;

•production capacity expectations including discussions of plans or potential for expansion of capacity at existing or new facilities;

•expectations with respect to future expenditures and capital activities; and

•statements about expected use of proceeds from fundraising activities.

1

These statements are not historical facts, but instead represent only the Company’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Management provides forward-looking statements because it believes they provide useful information to readers when considering their investment objectives and cautions readers that the information may not be appropriate for other purposes. Consequently, all of the forward-looking statements made in this AIF and in documents incorporated by reference in this AIF are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. These forward-looking statements are made as of the date of this AIF and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.

The forward-looking statements in this AIF and in documents incorporated by reference in this AIF are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future, including assumptions regarding business and operating strategies, and the Company’s ability to operate on a profitable basis. The Company does not undertake any obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this report, except as may be required by law.

Some of the risks which could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include:

Risks Related to the Company’s Business and Industry:

•limited operating history;

•achieving publicly announced milestones;

•speculative nature of investment risk;

•early stage of the industry and product development;

•regulatory risks and uncertainties;

•risks of operating in European countries;

•“foreign private issuer” status under the U.S. securities laws;

•plans for growth;

•limited products;

•limited marketing and sales capabilities;

•no assurance of commercial success;

•no profits or significant revenues;

•reliance on third parties for clinical development activities;

•risks related to third party relationships;

•reliance on contract manufacturers;

•safety and efficacy of products;

•clinical testing and commercializing products;

•completion of clinical trials;

•commercial grade product manufacturing;

•nature of regulatory approvals;

•unfavourable publicity or consumer perception;

•social media;

•biotechnology and pharmaceutical market competition;

•reliance on key executives and scientists;

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•employee misconduct;

•business expansion and growth;

•negative results of external clinical trials or studies;

•product liability;

•enforcing contracts;

•distribution and supply chain interruption;

•difficulty to forecast;

•promoting the brand;

•product viability;

•success of quality control systems;

•reliance on key inputs;

•liability arising from fraudulent or illegal activity;

•operating risk and insurance coverage;

•costs of operating as public company;

•management of growth;

•conflicts of interest;

•foreign operations;

•exchange rate fluctuations

•cybersecurity and privacy risk;

•environmental regulation and risks;

•decriminalisation of psychedelics;

•forward-looking statements may prove to be inaccurate;

•effects of inflation;

•political and economic conditions;

•application and interpretation of tax laws;

•enforcement of civil liabilities;

•pandemics

Risks Related to Intellectual Property:

•trademark protection;

•trade secrets;

•patent law reform;

•patent litigation and intellectual property;

•protection of intellectual property;

•third-party licenses;

Financial and Accounting Risks:

•substantial number of authorized but unissued Common Shares (as defined herein);

•dilution;

•negative cash flow from operating activities and going concern;

•additional capital requirements;

•lack of significant product revenue;

•estimates or judgments relating to critical accounting policies;

•inadequate internal controls;

Risks related to the Common Shares:

•market for the Common Shares;

•significant sales of Common Shares;

•volatile market price for the Common Shares;

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•tax issues; and

•no dividends.

Although the forward-looking statements contained in this AIF are based upon what management currently believes to be reasonable assumptions, the Company cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. In particular, the Company has made assumptions regarding, among other things:

•substantial fluctuation of losses from quarter to quarter and year to year due to numerous external risk factors, and anticipation that we will continue to incur significant losses in the future;

•uncertainty as to the Company’s ability to raise additional funding to support operations;

•the Company’s ability to access additional funding;

•the fluctuation of foreign exchange rates;

•the risks associated with pandemics;

•the risks associated with the development of the Company’s product candidates which are at early stages of development;

•reliance upon industry publications as the Company’s primary sources for third-party industry data and forecasts;

•reliance on third parties to plan, conduct and monitor the Company’s preclinical studies and clinical trials;

•reliance on third party contract manufacturers to deliver quality clinical and preclinical materials;

•the Company’s product candidates may fail to demonstrate safety and efficacy to the satisfaction of regulatory authorities or may not otherwise produce positive results;

•risks related to filing investigational new drug applications to commence clinical trials and to continue clinical trials if approved;

•the risks of delays and inability to complete clinical trials due to difficulties enrolling patients;

•competition from other biotechnology and pharmaceutical companies;

•the Company’s reliance on the capabilities and experience of the Company’s key executives and scientists and the resulting loss of any of these individuals;

•the Company’s ability to fully realize the benefits of acquisitions;

•the Company’s ability to adequately protect the Company’s intellectual property and trade secrets;

•the risk of patent-related or other litigation; and

•the risk of unforeseen changes to the laws or regulations in the United States, the United Kingdom, Canada, the Netherlands, Ireland and other jurisdictions in which the Company operates.

Drug development involves long lead times, is very expensive and involves many variables of uncertainty. Anticipated timelines regarding drug development are based on reasonable assumptions informed by current knowledge and information available to the Company. Every patient treated on future studies can change those assumptions either positively (to indicate a faster timeline to new drug applications and other approvals) or negatively (to indicate a slower timeline to new drug applications and other approvals). This AIF contains certain forward-looking statements regarding anticipated or possible drug development timelines. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such

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studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date.

In addition to the factors set out above and those identified in this AIF under Risk Factors, other factors not currently viewed as material could cause actual results to differ materially from those described in the forward-looking statements. Although Cybin has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be anticipated, estimated or intended. Accordingly, readers should not place any undue reliance on forward-looking statements.

MARKET AND INDUSTRY DATA

This AIF includes market and industry data that has been obtained from third-party sources, including industry publications. The Company believes that the industry data is accurate and that its estimates and assumptions are reasonable, but there is no assurance as to the accuracy or completeness of this data. Third-party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there is no assurance as to the accuracy or completeness of included information. Although the data is believed to be reliable, the Company has not independently verified any of the data from third-party sources referred to in this AIF or ascertained the underlying economic assumptions relied upon by such sources. The Company does not intend, and undertakes no obligation, to update or revise any such information or data, whether as a result of new information, future events or otherwise, except as, and to the extent required by, applicable Canadian securities laws.

REGULATORY

The Company’s current business focuses on conducting and sponsoring research and development on psychedelic molecules, including psilocybin, and is focused on developing and commercializing psychedelic-inspired regulated medicines. No product will be commercialized prior to applicable legal or regulatory approval.

The Canadian and United States federal governments regulate drugs through the CDSA (as defined herein) and the CSA (as defined herein), respectively, which place controlled substances in a schedule. Under the CDSA, psilocybin is currently a Schedule III drug under CDSA and a Schedule I drug under the CSA.

In both Canada and the United States, the applicable federal government is responsible for regulating, among other things, the approval, import, sale and marketing of drugs, including any psychedelic substances, whether natural or novel. Health Canada, and the FDA (as defined herein), have not approved psilocybin as a drug for any indication. The Company does not deal with psychedelic substances except indirectly within laboratory and clinical trial settings conducted within approved regulatory frameworks in order to identify and develop potential treatments for medical conditions and, further, does not have any direct or indirect involvement with illegal selling, production or distribution of any substances in jurisdictions in which it operates.

In the European Union (the “EU”), the INCB (as defined herein), a United Nations entity, oversees the enforcement of international restrictions on controlled substances. EU legislation specifically addresses the regulation of precursors or substances used in the illicit production of drugs through Regulation (EC) No. 273/2004 and Council Regulation (EC) No. 111/2005. However, the EU does not classify different narcotic drugs or psychotropic substances directly. Instead, the Council Decision 2005/387/JHA allows

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for a decision that can mandate EU member states to impose national controls on a drug, aligning with INCB standards.

EU member states have agreed to prohibit the use of DMT, and in limited and specific cases, inter alia

for scientific or medical purposes, regulate the use of DMT. There are specific regulatory requirements in

each specific and relevant EU member state, similar to regulating the specific regulatory requirements for the approval of clinical trials at an EU member state level. It is noteworthy to mention that the EU is

planning to adopt a pharmaceutical legislation package.

The key legislation in the UK includes MDA (as defined herein), and the MDR (as defined herein), and, if a product is a “medicinal product”, by the the Human Medicines Regulations 2012. In the UK, substances like psilocin and its esters, including psilocybin, are classified as Class A drugs under the MDA and Schedule 1 drugs under the MDR, meaning they are considered highly dangerous and subject to the strictest controls and penalties. Their legal manufacture, production, possession, and supply require a special licence from the UK Home Office. DMT is similarly classified as a Class A and Schedule 1 drug under these regulations. The manufacturing and marketing of “medicinal products” requires additional authorisation and licences from the MHRA (as defined herein).

The Company oversees and monitors compliance with applicable laws in each jurisdiction in which it operates. In addition to the Company’s senior executives and the employees responsible for overseeing compliance, the Company has local counsel engaged in every jurisdiction in which it operates. See “Compliance Program”. Additionally, the Company has received legal opinions or advice in each jurisdiction where it currently operates regarding (a) compliance with applicable regulatory frameworks and (b) potential exposure and implications arising from applicable laws in jurisdictions where the Company has operations or intends to operate.

For these reasons, the Company may be (a) subject to heightened scrutiny by regulators, stock exchanges, clearing agencies and other authorities, (b) susceptible to regulatory changes or other changes in law, and (c) subject to risks related to drug development, among other things. There are a number of risks associated with the business of the Company. See “Risk Factors” herein.

The Company makes no medical, treatment or health benefit claims about the Company’s proposed products. The U.S. Food and Drug Administration, Health Canada or other similar regulatory authorities have not evaluated claims regarding psilocybin, psychedelic tryptamines, tryptamine derivatives or other psychedelic compounds. The efficacy of such products have not been confirmed by approved research. There is no assurance that the use of psilocybin, psychedelic tryptamines, tryptamine derivatives or other psychedelic compounds can diagnose, treat, cure or prevent any disease or condition. Rigorous scientific research and clinical trials are needed. If the Company cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse effect on the Company’s performance and operations.

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GLOSSARY OF TERMS

In addition to terms defined elsewhere in this AIF, the following terms, when used in this AIF, will have the following meanings (unless otherwise indicated):

“2023 ATM Program” has the meaning set out in General Development of the Business – Three Year History.

“2023 Base Shelf Prospectus” has the meaning set out in General Development of the Business – Three Year History.

“2023 Distribution Agreement” has the meaning set out in General Development of the Business – Three Year History.

“Adelia” has the meaning set out in Corporate Structure – Name, Address and Incorporation.

“Adelia Milestones” has the meaning set out in General Development of the Business – Intercorporate Relationships.

“Adelia Shareholders” has the meaning set out in Corporate Structure – Name, Address and Incorporation.

“Adelia Transaction” has the meaning set out in Corporate Structure – Name, Address and Incorporation.

“ADME” means Absorption, Distribution, Metabolism, and Excretion.

“affiliate” means a company that is affiliated with another company as described below. A company is an “affiliate” of another company if:

(a)    one of them is the subsidiary of the other, or

(b)    each of them is controlled by the same person.

A company is “controlled” by a person if:

(a)    voting securities of the company are held, other than by way of security only, by or for the benefit of that person, and

(b)    the voting securities, if voted, entitle the person to elect a majority of the directors of the company.

A person beneficially owns securities that are beneficially owned by:

(a)    a company controlled by that person, or

(b)    an affiliate of that person or an affiliate of any company controlled by that person.

“Agents” has the meaning set out in General Development of the Business – Three Year History.

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“Amalco” means the company resulting from the amalgamation of Cybin and Subco pursuant to the Amalgamation.

“Amalgamation” means the amalgamation of Subco and Cybin pursuant to Section 174 of the OBCA on the terms and subject to the conditions of the Amalgamation Agreement, which resulted in the reverse takeover of the Company.

“Amalgamation Agreement” means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

“API” means the pharmaceutically acceptable psychedelic agent psilocybin or psilocin or a combination thereof.

“Arrangement” has the meaning set out in Corporate Structure – Name, Address, and Incorporation.

“Arrangement Agreement” has the meaning set out in Corporate Structure – Name, Address, and Incorporation.

“Asset Acquisition” has the meaning set out in General Development of the Business – Three Year History.

“Associate” has the meaning set out in Section 1(1) of the Securities Act (Ontario), RSO 1990, c.S.5.

“ATM Program” has the meaning set out in General Development of the Business – Three Year History.

“AUD” has the meaning set out in Description of the Business.

“August 2023 Offering” “ has the meaning set out in General Development of the Business – Three Year History.

“August 2023 Underwriting Agreement” has the meaning set out in General Development of the Business – Three Year History.

“August 2023 Units” has the meaning set out in General Development of the Business – Three Year History.

“August 2023 Warrants” has the meaning set out in General Development of the Business – Three Year History.

“BCBCA” means the Business Corporations Act (British Columbia), as amended.

“Board” means the board of directors of Clarmin prior to the Transaction and the board of directors of the Company following the Transaction.

“BTD” has the meaning set out in General Development of the Business – Three Year History.

“Canadian FDA” has the meaning set out in Description of the Business – Stage of Development of Principal Products.

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“Catalyst” has the meaning set out in General Development of the Business – Three Year History.

“CCMO” has the meaning set out in Description of the Business – Regulatory Environment – Europe (Netherlands).

“CDSA” means the Controlled Drugs and Substances Act (Canada).

“cGMP” has the meaning set out in General Development of the Business – Three Year History.

“CHDR” has the meaning set out in Description of the Business.

“CIPO” has the meaning set out in Risk Factors – Risks Related to Intellectual Property – Patent Law Reform.

“Clarmin” means Clarmin Explorations Inc., as a company existing, prior to the Transaction, under the BCBCA via articles of incorporation dated October 13, 2016, and continued under the OBCA on November 4, 2020 in connection with the Transaction.

“Clarmin Shares” means the authorized common shares in the capital of Clarmin, as constituted prior to the Consolidation.

“Class B Share” has the meaning set out in General Development of the Business – Intercorporate Relationships.

“Clinilabs” has the meaning set out in General Development of the Business – Three Year History.

“Closing” has the meaning set out in General Development of the Business – Three Year History.

“CMC” has the meaning set out in Description of the Business – Stage of Development of Principal Products.

“CMDh” has the meaning set out in Description of the Business – Regulatory Environment – Europe (Netherlands).

“CMOs” has the meaning set out in Risk Factors - Reliance on Contract Manufacturers.

“CNS” has the meaning set out in Description of the Business.

“Code” has the meaning set out in Insider Trading Policy and Code of Ethics And Business Conduct – Code of Business Conduct.

“Collaboration Agreement” has the meaning set out in General Development of the Business – Three Year History.

“Common Shares” means the common shares in the capital of the Company.

“Company” means Cybin Inc., a company existing under the OBCA, being Clarmin after the completion of the Transaction, on a consolidated basis which carries on the business and operations of Cybin, following the Transaction.

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“Compensation Warrants” has the meaning set out in General Development of the Business – Three Year History.

“Consolidation” has the meaning set out in Corporate Structure – Name, Address and Incorporation.

“Contribution Agreement” has the meaning set out in General Development of the Business – Three Year History.

“COVID-19” means the Coronavirus disease 2019, an infectious disease caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2).

“CSA” means the Controlled Substances Act (21 U.S.C. § 811, et. seq.).

“CSE” means the Canadian Securities Exchange.

“CTA” means a Clinical Trial Application.

“CTAG” has the meaning set out in Description of the Business – Regulatory Environment – Europe (Netherlands).

“CTR” has the meaning set out in Description of the Business – Regulatory Environment – Europe (Netherlands).

“Cybin” means Cybin Corp., prior to giving effect to the Transaction, a corporation existing under the OBCA, which, pursuant to the Transaction, amalgamated with Subco to form Amalco under the name “Cybin Corp.” and became a wholly-owned subsidiary of the Company.

“Cybin Ireland” means Cybin IRL Limited, a corporation existing under the laws of Ireland and a wholly-owned subsidiary of the Company.

“Cybin Shares” means the common shares in the capital of Cybin.

“Cybin U.S.” means Cybin U.S. Holdings Inc.

“DEA” has the meaning set out in General Development of the Business – Three Year History.

“Digital Platform” has the meaning set out in Description of the Business – Stage of Development of Principal Products.

“Distribution Agreement” has the meaning set out in General Development of the Business – Three Year History.

“DMT” means N, N-dimethyltryptamine.

“dDMT” has the meaning set out in General Development of the Business – Three Year History.

“Dutch Opium Act” has the meaning set out in Description of the Business – Regulatory Environment – Europe (Netherlands).

“Equity Incentive Plan” means the Company’s omnibus equity incentive plan adopted by the Board on November 5, 2020.

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“EMA” has the meaning set out in Description of the Business – Regulatory Environment – Europe (Netherlands).

“Entheon” has the meaning set out in General Development of the Business – Three Year History.

“Exchange” means CBOE Canada.

“FCA” has the meaning set out in Description of the Business– Regulatory Environment – United States.

“FDA” has the meaning set out in General Development of the Business – Three Year History.

“FFDCA” has the meaning set out in Description of the Business – Stage of Development of Principal Products.

“fNIRS” has the meaning set out in Description of the Business.

“GAD” has the meaning set out in General Development of the Business – Three Year History.

“GDP” has the meaning set out in Description of the Business – Regulatory Environment - United Kingdom.

“GLP” has the meaning set out in General Development of the Business – Three Year History.

“GMP” has the meaning set out in Description of the Business – Regulatory Environment – United Kingdom.

“HPFB” has the meaning set out in Description of the Business – Regulatory Environment – Canada.

“IFRS” means International Financial Reporting Standards, as adopted by the International Accounting Standards Board, as amended from time to time.

“IMP” has the meaning set out in Description of the Business – Regulatory Environment – United Kingdom.

“IM” has the meaning set out in Description of the Business.

“INCB” has the meaning set out in Description of the Business – Regulatory Environment – Europe (Netherlands)

“IND” has the meaning set out in General Development of the Business – Three Year History.

“including” means including without limitation, and “include” and “includes” each have a corresponding meaning.

“IP” has the meaning set out in Description of the Business.

“IRB” has the meaning set out in General Development of the Business – Three Year History.

“Ireland MDA” has the meaning set out in Research and Development – Ireland.

“Ireland MDR” has the meaning set out in Research and Development – Ireland.

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“IV” has the meaning set out in General Development of the Business – Three Year History.

“July 2021 Public Offering” has the meaning set out in General Development of the Business – Three Year History.

“July 2021 Underwriting Agreement” has the meaning set out in General Development of the Business – Three Year History.

“Kernel” has the meaning set out in General Development of the Business – Three Year History.

“Kernel Flow” has the meaning set out in General Development of the Business – Three Year History.

“Listing Statement” means the Exchange Form 1 Listing Statement dated November 9, 2020, as filed on SEDAR+ November 9, 2020, which has been filed as required in accordance with the policies of the Exchange.

“LottoGopher” has the meaning set out in Corporate Cease Trade Orders or Bankruptcies; Penalties or Sanctions; Personal Bankruptcies.

“LPC” has the meaning set out in General Development of the Business – Three Year History.

“LPC Purchase Agreement” has the meaning set out in General Development of the Business – Three Year History.

“MADRS” means the Montgomery-Asberg Depression Rating Scale.

“March 2024 Agency Agreement” has the meaning set out in General Development of the Business – Three Year History.

“March 2024 Offering” has the meaning set out in General Development of the Business – Three Year History.

“May 2023 Prospectus” has the meaning set out in General Development of the Business – Three Year History.

“MDA” has the meaning set out in Description of the Business – Regulatory Environment – United Kingdom.

“MDD” has the meaning set out in General Development of the Business – Three Year History.

“MDR” has the meaning set out in Description of the Business – Regulatory Environment – United Kingdom.

“MHRA” has the meaning set out in General Development of the Business – Three Year History.

“MIA(IMP)” has the meaning set out in Description of the Business – Regulatory Environment – United Kingdom.

“Mindset” has the meaning set out in General Development of the Business – Three Year History.

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“Natures Journey” means Natures Journey Inc., an Ontario corporation incorporated as a wholly-owned subsidiary of the Company.

“NDA” has the meaning set out in Research and Development – United States.

“NDS” has the meaning set out in Research and Development – Canada.

“NI 51-102” means National Instrument 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators.

“NI 52-109” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings.

“November 2023 Offering” has the meaning set out in General Development of the Business – Three Year History.

“November 2023 Underwriting Agreement” has the meaning set out in General Development of the Business – Three Year History.

“November 2023 Units” has the meaning set out in General Development of the Business – Three Year History.

“November 2023 Warrants” has the meaning set out in General Development of the Business – Three Year History.

“NYSE American” has the meaning set out in General Development of the Business – Three Year History.

“OBCA” means the Business Corporations Act (Ontario), as amended.

“Option” means an option to purchase Common Shares granted pursuant to the Equity Incentive Plan.

“Order” has the meaning set out in Corporate Cease Trade Orders or Bankruptcies; Penalties or Sanctions; Personal Bankruptcies.

“OTCQB” has the meaning set out in General Development of the Business – Three Year History.

“PCT” has the meaning set out in General Development of the Business – Three Year History.

“PD” means pharmacodynamic.

“PDD” has the meaning set out in Risk Factors - Risks Related To The Company’s Business and Industry - Early Stage of the Industry and Product Development.

“PIPEDA” has the meaning set out in Risk Factors - Cybersecurity and Privacy Risk.

“PK” means pharmacokinetic.

“PR” means pulse rate.

“PRV” means pulse rate variability.

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“Reverse Takeover” has the meaning set out in NI 51-102.

“RMS” has the meaning set out in Description of the Business – Research and Development – Europe (Netherlands).

“RxLive” has the meaning set out in General Development of the Business – Three Year History.

“Rx Debentures” has the meaning set out in General Development of the Business – Three Year History.

“SAP” has the meaning set out in Description of the Business – Regulatory Environment – Canada.

“SEC” has the meaning set out in General Development of the Business – Three Year History.

“Section 56 Exemption” has the meaning set out in Description of the Business – Regulatory Environment – Canada.

“Serenity Life” means Serenity Life Sciences Inc., an Ontario corporation incorporated as a wholly-owned subsidiary of the Company.

“Small Pharma” has the meaning set out in Corporate Structure – Name, Address and Incorporation.

“Small Pharma Share” has the meaning set out in General Development of the Business – Significant Acquisitions and Dispositions.

“SSRIs” means selective serotonin reuptake inhibitors.

“Subco” means 2762898 Ontario Inc., a wholly-owned subsidiary of Clarmin, incorporated for the purposes of effecting the Amalgamation.

“Sublingual Film” means the pharmaceutically acceptable sublingual film formulation using oral film drug delivery technology in respect of the API psilocybin for each of the four following strengths of such API: 1, 3, 5 and 7 mg.

“Support Agreement” has the meaning set out in Corporate Governance – Intercorporate Relationships.

“TPD” has the meaning set out in Description of the Business – Regulatory Environment – Canada.

“Transaction” means the three-cornered amalgamation among Clarmin, Cybin and Subco pursuant to the terms of the Amalgamation Agreement, which constituted a Reverse Takeover of Clarmin by Cybin.

“TSXV” means the TSX Venture Exchange.

“UN” means the United Nations.

“United Kingdom” or “UK” means the United Kingdom of Great Britain and Northern Ireland.

“United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

“USPTO” means the U.S. Patent and Trademark Office.

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“Warrant Indenture” has the meaning set out in General Development of the Business – Three Year History.

“Warrants” means warrants to purchase Common Shares.

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CORPORATE STRUCTURE

Name, Address and Incorporation

Cybin Inc. (the “Company”) was incorporated under the BCBCA on October 13, 2016 under the name “Clarmin Explorations Inc.”. On January 8, 2018, the Company completed its initial public offering of Common Shares, pursuant to which the Company issued 3,500,000 Common Shares at a price of $0.10 per Common Share for gross proceeds of $350,000. The Common Shares were listed on the TSXV on January 8, 2018 under the symbol “CX”.

Subco was incorporated under the OBCA on June 26, 2020 for the purposes of effecting the Amalgamation.

On November 2, 2020, in connection with the Transaction, Clarmin consolidated its outstanding Clarmin Shares on a 6.672 old for one (1) new basis (the “Consolidation”).

Upon closing of the Transaction, on November 5, 2020: (i) the Company (then Clarmin) and Cybin completed a series of transactions resulting in a reorganization of Cybin and the Company and pursuant to which the Company became the direct parent and sole shareholder of Cybin; (ii) the Company changed its year end from July 31 to March 31; and (iii) the Company was continued under the OBCA by Certificate and Articles of Continuance and changed its name to “Cybin Inc.”

The Transaction constituted a Reverse Takeover of the Company by Cybin, with Cybin as the reverse takeover acquirer and the Company as the reverse takeover acquiree, under applicable securities laws and for accounting purposes under IFRS.

The Clarmin Shares were listed on the TSXV until November 5, 2020 when they were delisted from the TSXV in connection with the completion of the Transaction. The Common Shares commenced trading on the Exchange on November 10, 2020, under the symbol “CYBN”.

On March 8, 2021, the Company announced that its Common Shares had commenced trading on the OTCQB® Venture Market (the “OTCQB”) under the symbol “CLXPF”.

On August 5, 2021, the Common Shares commenced trading on the NYSE American LLC stock exchange (the “NYSE American”) under the symbol “CYBN”. Concurrent with the commencement of trading on the NYSE American, the Common Shares ceased to be quoted on the OTCQB.

On October 23, 2023, the Company announced the completion of the acquisition by Cybin of Small Pharma Inc. (“Small Pharma”) by way of a statutory plan of arrangement under the provisions of the BCBCA (the “Arrangement”). The Arrangement was completed pursuant to the terms of an arrangement agreement entered into between the Company and Small Pharma dated August 28, 2023 (the “Arrangement Agreement”). As a result of the Arrangement, Small Pharma became a wholly-owned subsidiary of Cybin. For further information see “General Development of the Business – Significant Acquisitions and Dispositions”.

The Company’s registered office and head office is located at 100 King Street West, Suite 5600, Toronto, Ontario, M5X 1C9.

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Intercorporate Relationships

Cybin was incorporated under the OBCA on October 22, 2019. Pursuant to the Amalgamation, Cybin amalgamated with Subco to form Amalco under the name “Cybin Corp.”, which is a wholly-owned subsidiary of the Company.

Natures Journey, a wholly-owned, subsidiary of the Company, was formed under the OBCA on November 6, 2019.

Serenity Life, a wholly-owned, subsidiary of the Company, was formed under the OBCA on November 6, 2019.

Cybin U.S., a fully-controlled subsidiary of the Company, was formed under the law of the State of Nevada on December 4, 2020. Certain of the Company’s business operations pertaining to psilocybin research and development are conducted through Cybin U.S.

On December 4, 2020, the Company entered into a contribution agreement, as amended on September 24, 2021 (the “Contribution Agreement”) with Cybin, Cybin U.S. and all of the shareholders (the “Adelia Shareholders”) of Adelia Therapeutics Inc. (“Adelia”) whereby Cybin U.S. agreed to purchase from the Adelia Shareholders all of the issued and outstanding Adelia shares in exchange for the Class B Shares (as defined herein) (the “Adelia Transaction”). Under the Contribution Agreement, the Adelia Shareholders are entitled to Class B Shares upon the occurrence of certain milestones (the “Adelia Milestones”), as set out in the Contribution Agreement. Pursuant to the Contribution Agreement and the support agreement entered into among Cybin U.S. and the Adelia Shareholders (the “Support Agreement”), the Adelia Shareholders received 868,833non-voting Class B common shares in the capital of Cybin U.S. (each a “Class B Share”), which are exchangeable for Common Shares, on a 10 Common Shares for 1 Class B Share basis, at the option of the holder thereof, subject to customary adjustments.

Cybin Ireland, a wholly-owned subsidiary of the Company, was formed under the Companies Act of 2014 in the country of Ireland on May 6, 2021. In connection with the formation of Cybin Ireland, the Company transferred its intellectual property assets to this entity. In addition, certain of the Company’s business operations, including European operations and research activities with various academic and clinical research organizations, are conducted through Cybin Ireland.

On October 23, 2023, the Company announced the completion of the acquisition by Cybin of Small Pharma by way of the Arrangement. As a result of the Arrangement, Small Pharma became a wholly-owned subsidiary of Cybin. On April 1, 2024, pursuant to the provisions of the OBCA, Small Pharma completed a horizontal amalgamation with Cybin Corp., with Cybin Corp. being the resulting entity. As a result of this amalgamation, Cybin UK Limited is now a wholly-owned subsidiary of Cybin Corp. (See “Subsequent Events”).

The following chart sets out all the Company’s material subsidiaries as at the date hereof, their jurisdictions of incorporation and the Company’s direct and indirect voting interest in each of these subsidiaries.

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Note: The Adelia Shareholders hold certain non-voting securities of Cybin U.S. For further information see “General Development of the Business – Three Year History”.

GENERAL DEVELOPMENT OF THE BUSINESS

On November 5, 2020, Cybin completed its Reverse Takeover of Clarmin pursuant to the terms of the Amalgamation Agreement. The Transaction was completed by way of a “three-cornered” amalgamation pursuant to the provisions of the OBCA whereby Cybin amalgamated with Subco to form an amalgamated corporation and a wholly owned subsidiary of the Company. With the completion of the Transaction the Common Shares became listed for trading on the Exchange under the trading symbol “CYBN” and were delisted from the facilities of the TSXV. In connection with the completion of the Transaction:

•the Company acquired all of the common shares of Cybin from the holders thereof in exchange for the issuance of Common Shares (on a post-Consolidation basis) on a one-for-one basis, and all existing convertible securities of Cybin became convertible or exercisable into Common Shares rather than into Cybin Shares;

•the Company continued to the OBCA from the BCBCA and changed its name to “Cybin Inc.”;

•the directors and officers of the Company resigned and were replaced with nominees of Cybin;

•the financial year end of the Company became March 31, being the financial year end of Cybin;

•Zeifmans LLP, being the auditor of Cybin, was appointed as the auditor of the Company; and

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•Cybin became a wholly-owned subsidiary of the Company and the business of Cybin became the business of the Company.

Additional details regarding the Transaction and the business of the Company can be found in the Listing Statement as filed on SEDAR+ on November 9, 2020.

Three Year History1

Year ended March 31, 2022

On April 19, 2021, the Company announced the formation of its Clinical Advisory Board, with the additions of Maurizio Fava, MD, Psychiatrist-in-Chief in the Department of Psychiatry at Massachusetts General Hospital; Lynn Marie Morski, MD, Esq., President of the Psychedelic Medicine Association; and Anthony Back, MD, Professor in the Department of Medicine and Division of Oncology at the University of Washington. The Clinical Advisory Board will be chaired by Alex Belser, PhD, the Company’s Chief Clinical Officer. Subsequent to the initial announcement, the Company added Thomas Laughren, MD, to its Clinical Advisory Board.

On April 20, 2021, the Company entered into an agreement with Catalyst Global LLC (“Catalyst”), pursuant to which Catalyst will provide investor relations services to the Company. In consideration for the services, the Company agreed to pay Catalyst a monthly rate of US$8,000 and grant to Catalyst options to purchase up to 36,000 Common Shares for a period of two years at an exercise price to the determined by the Company at the date of grant. The agreement was for a term of six months. The Company terminated its contract with Catalyst in February 2022.

On May 13, 2021, the Company entered into a Psilocybin Zydis Feasibility study with Catalent, Inc. The study will evaluate the technical feasibility of developing the active pharmaceutical ingredient psilocybin using the proprietary Zydis Orally Disintegrating Tablet technology. Feasibility will be determined for the unit dose of 10mg and 20mg. The Company had committed to pay £114,000 for the study, which was fully paid as of the date of this AIF.

On June 1, 2021, the Company announced its sponsorship of Kernel’s feasibility study of its Kernel Flow technology to measure ketamine’s psychedelic effect on cerebral cortex hemodynamics.2

On June 8, 2021, the Company entered into a subscription agreement with RxLive Limited (“RxLive”) whereby the Company purchased $250,000 of 10.0% unsecured convertible redeemable debenture (the “Rx Debentures”).RxLive is a UK based online platform that connects pharmacists and patients through a secure app that allows for pharmacist consultations, initial or renewal prescription fulfilment and delivery of the prescription medication. As of the date of this AIF, the Rx Debentures have not been repaid or converted into units. Cybin has written off the investment in RX Live as of March 31, 2023.

1 All quarter references in this section are based on calendar year-end.

2 The Company assumes timely delivery of these devices, entering into contracts with selected academic research institutions and the approval of the final research study protocols. As of the date hereof, it has not yet completed the aforementioned items. Drug development involves long lead times, is very expensive and involves many variables of uncertainty. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date.

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On June 28, 2021, Adelia completed certain Adelia Milestones for Year 1 Q2 (ii) and (v), as listed in the Contribution Agreement. Accordingly, 15,777.1 Class B Shares were issued to the Adelia Shareholders, having an aggregate value of $457,535.90 due to them upon meeting such Adelia Milestone, at a price per Class B Share of $29.00. The Class B Shares are exchangeable for a total of 157,771 Common Shares, representing an effective issue price of $2.90 per Common Share.

On July 6, 2021, the Company entered into a research and development collaboration agreement with TMS NeuroHealth Centers Inc., a wholly-owned subsidiary of Greenbrook TMS Inc. (the “Collaboration Agreement”) to establish Mental Health Centers of Excellence for the purpose of facilitating research and development of innovative psychedelic compound-based therapeutics for patients suffering from depression.

On July 8, 2021, the Company announced the scaling up of its European operations and research activities with various academic and clinical research organizations, including the transfer of its intellectual property assets to its wholly owned Ireland subsidiary, Cybin IRL Limited.

On July 13, 2021, the Company announced that it has commenced the next phase of the Company’s digital therapeutics platform which will better enable the evaluation of patient outcomes through a highly secure, patient entered data analytics platform for better pre- and post-psychedelic treatments11. The digital therapeutics platform, which is proprietary to Cybin and the subject of the Company’s 13th patent application, adds another dimension to the Company’s development programs.3

On August 3, 2021, the Company closed its overnight marketed offering of 10,147,600 Common Shares at a price of $3.40 per Common Share for aggregate gross proceeds of $34,501,840 (the “July 2021Public Offering”) pursuant to a prospectus supplement, dated July 28, 2021, to the Company’s short form base shelf prospectus dated July 5, 2021. The July 2021 Public Offering was completed pursuant to an underwriting agreement (the “July2021Underwriting Agreement”) between the Company and a syndicate of underwriters co-led by Cantor Fitzgerald Canada Corporation and Canaccord Genuity Corp., as joint bookrunners, as well as H.C. Wainwright & Co., LLC, Roth Canada, ULC, and Stifel Nicolaus Canada Inc.. In consideration for their services, the Company paid to the underwriters a cash commission equal to $2,240,129 and issued 658,860 compensation warrants of the Company (the “Compensation Warrants”), with each Compensation Warrant being exercisable to acquire one Common Share at the issue price of $3.40 per Common Share for a period of 24 months from the closing date of the July 2021 Public Offering.

On August 17, 2021, Adelia completed certain Adelia Milestones for Year 1 Q3 (i)-(iii) and Year 1 Q4 (i) and (iii), as contemplated by the terms of the Contribution Agreement. Accordingly, 18,788.5 Class B Shares were issued to the Adelia Shareholders, in satisfaction of $633,110.45 due to them upon meeting such Adelia Milestone, at a price per Class B Share of $33.70. The Class B Shares are exchangeable for a total of 187,885 Common Shares, representing an effective issue price of $3.37 per Common Share.

On August 31, 2021, Adelia achieved certain Adelia Milestones for Year 1 Q3 (iv) (v) (vi) as contemplated by the terms of the Contribution Agreement. Accordingly, 9,392.6 Class B Shares having

3 Significant events that must occur to move forward with the proposed business objective include identifying the intended consumer, entering into third party agreements to develop the platform, and identifying and retaining qualified individuals to support the ongoing development and operation of the digital therapy platform. The material factors and assumptions include, but are not limited to: (i) the demand for, and benefits of, the introduction of the digital therapy platform being materially accurate in light of the Company’s assessment of market and competitive conditions, and (ii) the individuals necessary to develop and operate the digital therapy platform being readily available, and willing to enter into favourable contractual arrangements with the Company in respect thereof.

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an aggregate value of $317,469.88 were issued to the Adelia Shareholders, at a price per Class B Share of $33.80. The Class B Shares are exchangeable for a total of 93,926 Common Shares, representing an effective issue price of $3.38 per Common Share.

On October 1, 2021, the Company announced the appointment of Dr. Amir Inamdar as Chief Medical Officer for European Operations and Dr. Geoff Varty as the Head of Research and Development.

On October 26, 2021, the Company announced that the United States Food and Drug Administration (the “FDA”) has authorized an IND application to proceed with the Company’s sponsored feasibility study using the Kernel Flow technology to measure ketamine’s psychedelic effect on cerebral cortex hemodynamics.

On November 4, 2021, the Company announced that it has been granted a Schedule I manufacturing license from the U.S. Drug Enforcement Administration (“DEA”). The DEA license is for the Company’s research lab in the Boston area. The license will allow the Company to further become a hub for innovation and drug discovery. Previously, the Company conducted much of its research and development work through globally licensed research organizations in the U.S., Canada, and the UK, and through certain in-house capabilities. With the DEA license, the Company expects to be able to expand its internal R&D capabilities to support innovative drug discovery and delivery involving Schedule I compounds.

On November 8, 2021, the Company announced positive CYB003 pre-clinical findings that demonstrate multiple potential advantages for its novel deuterated psilocybin analog over oral psilocybin for the potential treatment of mental health, including less patient variability, faster onset of action, shorter duration of effect and improved brain penetration. As a result of the positive CYB003 pre-clinical data, the Company will be prioritizing the development of this molecule, while leveraging the work that has been done to date on both the Psilocybin Program and the CYB003 Deuterated Psilocybin Analog Program.

On November 18, 2021, an additional 28,903 Class B Shares were issued to the Adelia Shareholders due to the achievement of certain Adelia Milestones for Year 2 Q1 (i)-(iii), as contemplated by the terms of the Contribution Agreement, amounting to $706,585.86 at a price per Class B Share of $24.45. These Class B Shares are exchangeable for a total of 289,030 Common Shares, representing an effective issue price of $2.44 per Common Share.

On November 23, 2021, the Company announced it awarded a grant for the first psychedelic treatment clinic at Lenox Hill Hospital, part of Northwell Health, to serve marginalized and underserved communities on the Upper East Side of Manhattan, New York. The program aims to become one of the first hospital-based clinical sites to offer psychedelic medicine in the United States.

On November 26, 2021, the Company announced the achievement of certain Adelia Milestones for Year 1 Q4 (ii), Year 2 Q1 (iv) and Year 2 Q1 (vii) as contemplated by the terms of the Contribution Agreement. Accordingly, on November 29, 2021, 31,721.5 Class B Shares having an aggregate value of $628,878.74 became due to be issued to the Adelia Shareholders, at a price per Class B Share of $19.83. These Class B Shares are exchangeable for a total of 317,215 Common Shares, representing an effective issue price of $1.98 per Common Share.

On December 8, 2021, the Company announced that it confirmed a scientific advice meeting with the UK Medical and Healthcare Products Regulatory Agency (“MHRA”). The meeting was held in Q1 2022.

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This program milestone brings the Company closer toward advancing into clinical development for the treatment of MDD and AUD.

On January 6, 2022, the Company announced the achievement of certain Adelia Milestones for Year 2 Q1 (v), as contemplated by the terms of the Contribution Agreement. Accordingly, 15,611.4 Class B Shares having an aggregate value of $235,576.03 were issued to the Adelia Shareholders, at a price per Class B Share of $15.09. These Class B Shares are exchangeable for a total of 156,114 Common Shares, representing an effective issue price of $1.51 per Common Share.

On January 11, 2022, the Company announced that it had received IRB approval for a Cybin-sponsored feasibility study using the Kernel Flow technology to measure psychedelic effects on the brain.

On January 27, 2022, the Company announced the achievement of certain Adelia Milestones for Y1, Q4 (iv), Y1, Q4 (v) and Y2, Q1 (vi), as contemplated by the terms of the Contribution Agreement. Accordingly, on February 14, 2022, 41,028.2 Class B Shares having an aggregate value of $551,006.04 were issued to the Adelia Shareholders at a price per Class B Share of $13.43. These Class B Shares are exchangeable for a total of 410,282 Common Shares, representing an effective issue price of $1.34 per Common Share.

On February 9, 2022, the Company announced that the U.S. Patent and Trademark Office has granted U.S. patent number 11,242,318 to the Company’s investigational deuterated DMT compound CYB004. The allowed claims include a range of deuterated forms of DMT and 5-MeO-DMT. The patent, which is expected to expire in 2041 before consideration of any patent term extensions, covers composition of matter and protects the CYB004 drug substance, a putative new chemical entity.

On February 18, 2022, the Company announced the achievement of certain Adelia Milestones for Year 2 Q2 (iii), as contemplated by the terms of the Contribution Agreement. Accordingly, 17,239.5 Class B Shares having an aggregate value of $233,422.83 were issued to the Adelia Shareholders, at a price per Class B Share of $13.54. These Class B Shares are exchangeable for a total of 172,395 Common Shares, representing an effective issue price of $1.35 per Common Share.

On March 25, 2022, the Company announced the achievement of certain Adelia Milestones for Year 1 Q4 (vi); Year 2 Q2 (ii); Year 2 Q2 (v) and Year 2, Q3 (iii), as contemplated by the terms of the Contribution Agreement. Accordingly, 90,546 Class B Shares having an aggregate value of $904,554.54 were issued to the Adelia Shareholders, at a price per Class B Share of $9.994. These Class B Shares are exchangeable for a total of 905,460 Common Shares, representing an effective issue price of $1.00 per Common Share.

On March 29, 2022, the Company announced the completion of in vivo preclinical studies evaluating its deuterated psilocybin analog CYB003 for the potential treatment of MDD. Data from in vivo preclinical studies demonstrate that CYB003 is well-tolerated following several doses in multiple species and support the advancement toward an IND filing with the FDA for a Phase 1/2a first-in-human clinical trial in patients with MDD. The preclinical in vivo studies followed FDA protocol and were completed under Good Laboratory Practice (“GLP”) guidelines.

Year ended March 31, 2023

On April 1, 2022, Adelia achieved the milestone identified as Year 2, Q2 (iv), as contemplated by the terms of the Contribution Agreement. Accordingly, 22,428.3 Class B Shares having an aggregate value of $228,768.66 were issued to the Adelia Shareholders, at a price per Class B Share of $10.20. These Class B Shares are exchangeable for a total of 224,283 Common Shares, representing an effective issue price of

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$1.02 per Common Share. In consideration for the milestone achieved an additional amount of $4,655.29 is issuable at a price per share to be determined in accordance with the terms of the Contribution Agreement and applicable securities laws.

On April 8, 2022, the Company announced that the World Intellectual Property Organization published an international patent application covering a range of inhalation delivery methods across multiple psychedelic molecules (Patent Cooperation Treaty (“PCT”) patent application no. PCT/EP2021/077057). The PCT application titled “Methods For Delivery Of Psychedelic Medications By Inhalation And Systems For Performing The Methods” allows the Company to pursue patent applications and seek protection for multiple inhaled forms of psychedelic molecules that are currently being researched and developed, or may be developed by the Company in the future.

On April 13, 2022, the Company announced positive preclinical data from a PK study evaluating its proprietary deuterated DMT molecule, CYB004, delivered via inhalation. Specifically, inhaled CYB004 demonstrated significant advantages over both IV DMT and inhaled DMT, including longer duration of action, and improved bioavailability. The study also demonstrated that inhaled CYB004 showed a similar onset of effect and dose profile to IV DMT. These data may support the potential for inhalation as a viable and well-controlled delivery system of therapeutic psychedelics.

On April 21, 2022, the Company announced that it has partnered with Clinilabs Drug Development Corporation (“Clinilabs”), a global, full-service contract research organization with expertise in central nervous system drug development, to carry out the Company’s Phase 1/2a clinical trial of CYB003, its proprietary deuterated psilocybin analog. CYB003 will be the first psilocybin analog to be evaluated in Phase 1/2a development for the treatment of MDD.

On May 9, 2022, the Company and Kernel announced results from the piloting of the Kernel Flow feasibility study measuring ketamine’s effects on the brain. The preliminary data confirmed Kernel Flow’s ability to successfully measure neuro-effect of ketamine over 10 days.4 The Company completed its feasibility study sponsorship utilizing Kernel Flow in Q3 2022.

On May 31, 2022, the Company announced the submission of an IND application to the FDA for its Phase 1/2a first-in-human clinical trial evaluating CYB003, a proprietary deuterated psilocybin analog, for the treatment of MDD.

On June 3, 2022, the Company announced that Adelia achieved the Milestones identified as identified as Y2, Q2 (i), (vi), Y2, Q3 (ii), Year 2 Q4 (i) and Year 3 Q1 (i), (ii), (iii), as contemplated by the terms of the Contribution Agreement. Accordingly, Class B Shares having an aggregate value of $2,033,309.79 became due to be issued to the Adelia Shareholders, at a price per share to be determined in accordance with the terms of the Contribution Agreement and applicable securities laws.

On June 7, 2022, the Company announced that, through its wholly-owned subsidiary, Cybin Ireland, it entered into an agreement to acquire a Phase 1 DMT study from Entheon Biomedical Corp. (“Entheon”) to accelerate the clinical development path for CYB004, the Company’s proprietary deuterated DMT molecule for the potential treatment of anxiety disorders (the “Asset Acquisition”). The purchase price of

4 Preliminary data from the piloting suggested that ketamine-induced changes in functional connectivity persisted for several days after administration. Kernel Flow successfully measured the neuro-effect of ketamine over 11 days (baseline at Days 1-5, dosing at Day 6, follow-up at Days 7-11), and confirmed changes in functional connectivity that are consistent with current scientific research (Scheidegger et al 2012; Zacharias et al 2019; Li et al 2022). The piloting was conducted to ensure the efficiency of the feasibility study design. Participants in the pilot received either a low dose of ketamine and/or a placebo while wearing the Kernel Flow headset.

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the Asset Acquisition is $1,000,000, a portion of which will be a deposit with the balance payable on closing of the Asset Acquisition (“Closing”). In addition, the Company may pay up to $480,000 for consulting services to be provided from Entheon over a period of up to twelve months following Closing. The Company expects the Asset Acquisition to close within 30 days, subject to the completion of certain conditions and obtaining all necessary approvals.

On June 9, 2022, the Company announced that it has received Institutional Review Board (the “IRB”) approval to begin the first-in-human Phase 1/2a clinical trial evaluating CYB003, its proprietary deuterated psilocybin analog, for the treatment of MDD.

On June 27, 2022, the Company announced that it has received a “may proceed letter” and IND application clearance from the FDA for its Phase 1/2a first-in-human clinical trial evaluating CYB003. This milestone marks the industry’s first ever novel psilocybin analog to enter clinical development. 

On June 27, 2022, the Company announced that Adelia achieved the Milestone identified as Y2, Q3 (i), as contemplated by the terms of the Adelia Contribution Agreement. Accordingly, 37,366.2 Class B Shares having an aggregate value of $280,247.14 were issued to the Adelia Shareholders, at a price per Class B Share of $7.50. These Class B Shares are exchangeable for a total of 373,662 Common Shares, representing an effective issue price of $0.75 per Common Share.

On July 11, 2022, the Company announced that the Asset Acquisition was completed. The Phase 1 study, previously identified as EBRX-101 and now named CYB004-E. Entheon acted as external consultants to the Company for approximately 10 months after the Asset Acquisition.

On July 12, 2022, the Company announced that its partner, Clinilabs, had begun enrollment in a Phase 1/2a clinical trial of CYB003, the first novel psilocybin analog to be evaluated in Phase 1/2a development for the treatment of MDD. 

On August 8, 2022, the Company announced that it has established an at-the-market equity program (the “ATM Program”) that allows the Company to issue and sell up to US$35,000,000 of Common Shares, from time to time. Distributions of Common Shares under the ATM Program, will be made pursuant to the terms and conditions of an “at-the-market equity” distribution agreement (the “Distribution Agreement”) dated August 8, 2022, entered into by and among the Company, Cantor Fitzgerald Canada Corporation and Cantor Fitzgerald & Co. The ATM Program will be effective until the earlier of the issuance and sale of all of the Common Shares issuable pursuant to the ATM Program and August 5, 2023, unless earlier terminated in accordance with the terms of the Distribution Agreement.

On August 17, 2022, the Company, and its partner Clinilabs, announced that the DEA has granted a Schedule I license to support the first-in-human Phase 1/2a clinical trial of CYB003, a proprietary deuterated psilocybin analog that is being developed for the treatment MDD.

On August 30, 2022, the Company announced that the first two participants have been dosed in its Phase 1/2a trial evaluating CYB003 for the treatment of MDD.

On August 31, 2022, the Company announced that Adelia has achieved the final milestone identified as Y2, Q4(ii) as contemplated by the terms of the Adelia Contribution Agreement. Accordingly, 33,190.1 Class B Shares having an aggregate value of $467,982.21 were issued to the Adelia Shareholders, at a price per Class B Share of $14.10. These Class B Shares are exchangeable for a total of 331,901 Common Shares, representing an effective issue price of $1.41 per Common Share.

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On September 27, 2022, the Company entered into an agreement, as amended, with Mindset Pharma Inc. (“Mindset”) to acquire an exclusive license to an extensive targeted class of tryptamine-based molecules. The agreement includes an initial license fee payment by Cybin to Mindset of US$500,000 as well as additional clinical development milestone payments of up to US$9,500,000, with the first milestone payment, in the amount of US$500,000, payable upon completion of a Phase 1 clinical trial. At the sole discretion of Cybin, the milestones may be paid in cash or in Common Shares, or a combination thereof, subject to the approval of the Exchange. There is no assurance that the aforementioned milestones will be met. The agreement also contemplates a sales royalty of approximately 2% for all commercialized licensed products within the scope of the agreement, which is customary for drug licensing agreements of this nature.

On November 10, 2022, the Company announced that its CYB004-E Phase 1 trial evaluating intravenous (“IV”) DMT has completed dosing for four out of five participant cohorts and that the Safety Review Committee has confirmed no clinically significant safety or toxicity issues. The CYB004-E Phase 1 trial was acquired from Entheon in July 2022.

On January 12, 2023, the Company announced that it has selected Generalized Anxiety Disorder (“GAD”) with or without MDD as the target indication for its proprietary deuterated DMT molecule, CYB004.

On January 18, 2023, the Company announced key highlights from the completed feasibility study conducted by its partner Kernel, evaluating Kernel Flow’s wearable technology to measure ketamine’s psychedelic effect on cerebral cortex hemodynamics. Results from this Company-sponsored study are intended to inform the future pathway for this program.

On February 1, 2023, the Company announced that it has received approval from an independent ethics committee in the Netherlands to initiate first-in-human dosing of its proprietary deuterated DMT molecule CYB004 through a protocol amendment to its ongoing CYB004-E Phase 1 trial. This clinical advancement marks the first time a deuterated DMT molecule will be evaluated in humans and further reduces Cybin’s time-to-clinic with CYB004.

On February 22, 2023, the Company announced a streamlining plan aimed at maximizing the Company’s operating efficiency and to allow the Company to focus on critical clinical trials. The Company released approximately 15% of its workforce that previously held roles that were not of a clinical priority or were not directly involved with any of the Company’s clinical trial initiatives.

On February 28, 2023, the Company provided interim findings from the Company’s ongoing Phase 1/2a clinical trial evaluating CYB003. The findings demonstrated positive observations, including a rapid and short-acting psychedelic response in participants. Participants received single oral doses of CYB003 at 1 milligram (“mg”), 3mg, 8mg, and 10mg, respectively, and all doses were well-tolerated with no serious adverse events reported. Most notably, participants reported meaningful and robust psychedelic effects at the 8mg and 10mg doses, confirming a complete mystical experience was achieved. These interim findings demonstrate that CYB003 was rapid and short acting, had low variability in plasma levels, and

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reached a psychedelic effect at low doses, while maintaining a safe and well-tolerated therapeutic profile. .5

On February 28, 2023, the Company provided an update on its Phase 1 CYB004-E trial evaluating IV DMT in healthy volunteers. Per a protocol amendment to the initial trial design, the Company has established a three-part study to include Part A (IV DMT infusion), Part B (IV DMT bolus + infusion) and Part C (CYB004) in healthy volunteers, which will allow the Company to initiate first-in-human dosing of CYB004 sooner than initially planned. Data from the new Parts B and C of the trial will serve to build a more robust PK and PD model to optimize dose selection and formulation development for future clinical studies. As of February 28, 2023, Part A of the trial evaluating IV DMT in participants was complete, and IV DMT at the evaluated dose ranges was demonstrated to be safe and well-tolerated. The Phase 1 CYB004-E trial has dosed 40 participants in Part A and dosing has commenced in Part B.

Year ended March 31, 2024

On April 12, 2023, the Company announced the launch of EMBARK Open Access, an online foundational training course that offers psychedelic facilitation training for healthcare professionals and people interested in offering psychological support.

On May 9, 2023, the Company announced the completion of dosing the last subject in Part B of the Phase 1 CYB004-E trial. With the completion of Part B, the Company announced on May 24, 2023 that it initiated dosing of CYB004 in Part C which will evaluate IV bolus + infusion regimens of CYB004 in a crossover design. Results from Parts B and C are expected to provide a more robust PK and PD model to optimize dose selection and formulation development for future clinical studies. The Company expects to report top-line results from the completed Phase 1 CYB004-E clinical trial in the third quarter of calendar year 2023.67

On May 30, 2023, the Company announced that it has entered into a common share purchase agreement (the “LPC Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”). Subject to the terms and conditions of the LPC Purchase Agreement, the Company has the right to sell, and LPC is obligated to purchase, up to US$30 million (approximately C$41 million) of Common Shares over a 36-month period at prices that are based on the market price at the time of each sale to LPC. The Company, in its sole discretion, controls the timing and amount of all sales of Common Shares under the LPC Purchase Agreement. The sale of Common Shares under the LPC Purchase Agreement will be made pursuant to and qualified by way of a prospectus supplement dated May 30, 2023 (the “May 2023 Prospectus”), to the Company’s short form base shelf prospectus dated July 5, 2021 filed with the securities commissions in each of the provinces and territories of Canada. The May 2023 Prospectus was also filed with the Securities and Exchange Commission (“SEC”) as part of a registration statement on Form F-10, which was declared effective by the SEC on October 8, 2021, in accordance with the Multijurisdictional Disclosure System established between Canada and the United States.

5 The material factors and assumption underlying this forward-looking statement are based on anticipated timelines regarding drug development which are in turn based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date.

6 Intentionally deleted

7 See “Risk Factors” for further information.

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The Company has the right to terminate the LPC Purchase Agreement at any time at no cost or penalty. LPC has agreed not to engage in any short selling or hedging activity of any kind in the Common Shares. As consideration for LPC’s obligation to purchase Common Shares from the Company at its direction under the LPC Purchase Agreement, the Company issued 2,538,844 Common Shares to LPC as a commitment fee. The LPC Purchase Agreement provides that the Company may not issue or sell any Common Shares to LPC under the LPC Purchase Agreement which, when aggregated with all other Common Shares then beneficially owned by LPC and its affiliates (as calculated pursuant to Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 thereunder), would result in LPC beneficially owning more than 9.99% of the outstanding Common Shares. On July 31, 2023, the Company announced that it had suspended all sales under the LPC Purchase Agreement in connection with the August 2023 Offering. On August 23, 2023, the Company also announced the filing of a prospectus supplement to the Company’s base shelf prospectus dated August 17, 2023 (the “2023 Base Shelf Prospectus”), requalifying the Company’s LPC Purchase Agreement on the same terms as those entered into on May 30, 2023 with LPC.

On June 5, 2023, the Company announced changes to its scientific management team. Following the achievement of the final milestones as contemplated by the terms of the Contribution Agreement, Michael Palfreyman Ph.D. and Brett Greene, who joined the Company following the Adelia Transaction, will leave their roles as Chief R&D Officer and Chief Innovations Officer, respectively, and transition into advisory roles at the Company. Alex Nivorozhkin Ph.D., one of Adelia’s founders, will continue in his role as Chief Scientific Officer of the Company.

On June 27, 2023, the Company announced the appointment of Sanford R. Climan as a strategic advisor.

On June 29, 2023, the Company announced the appointment of Aaron Bartlone as Chief Operating Officer of Cybin Inc., effective July 1, 2023. Mr. Bartlone has served as Chief Operating Officer of Cybin’s U.S. subsidiary, Cybin US Holdings, Inc., since March 2021.

On July 12, 2023, the Company announced that it had commenced the development of a streamlined, scalable version of its EMBARK Training Program, known as EMBARKCT.

On July 26, 2023, the Company announced that it had partnered with Worldwide Clinical Trials, a global, full-service contract research organization with deep expertise managing clinical trials for mental health conditions, including major depressive disorder.

On August 4, 2023, the Company completed a public offering (the “August 2023 Offering”) of 24,264,706 units of the Company (the “August 2023 Units”) at a price of US$0.34 per August 2023 Unit for gross proceeds of $11,018(US$8,250) pursuant to a supplement to the Company’s short form base shelf prospectus dated July 5, 2021. Each August 2023 Unit is comprised of one Common Share and one Common Share purchase warrant (the “August 2023 Warrants”). Each August 2023 Warrant is exercisable to acquire one Common Share at a price of $0.53(US$0.40) for a period of 60 months from issuance, subject to acceleration in certain circumstances. The August 2023 Warrants are governed by a warrant indenture dated August 4, 2023, entered into with Odyssey Trust Company, as warrant agent (the “Warrant Indenture”). The August 2023 Offering was completed pursuant to an underwriting agreement (the “August 2023 Underwriting Agreement”) among the Company, Cantor Fitzgerald & Co. as the sole book-running manager, and A.G.P./Alliance Global Partners as lead manager. In connection with the August 2023 Offering, Cybin paid the underwriters a cash commission of $506(US$379) and incurred additional share issuance costs, being professional fees of $619(US$458).

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On August 15, 2023, the Company announced that the USPTO had granted U.S. patent 11,724,985, to a deuterated psilocybin analog in the Company’s CYB003 investigational drug program. The patent, which is expected to provide exclusivity until 2041, includes composition of matter claims to deuterated tryptamines in support of the Company’s clinical-stage programs, CYB003, a proprietary deuterated psilocybin analog, and CYB004, a proprietary deuterated (“dDMT”), in addition to other of the Company’s pre-clinical programs, as well as claims directed towards methods of treating major depressive disorder (“MDD”) and treatment-resistant depression.

On August 23, 2023, the Company announced the filing of a prospectus supplement under the 2023 Base Shelf Prospectus to renew its previously established at-the-market equity program (the “2023 ATM Program”) that allows the Company to issue and sell up to US$35,000 of Common Shares from treasury to the public, from time to time. Distributions of Common Shares under the 2023 ATM Program will be made pursuant to the terms and conditions of an at-the-market equity distribution agreement (the “2023 Distribution Agreement”) dated August 23, 2023 among the Company, Cantor Fitzgerald Canada Corporation and Cantor Fitzgerald & Co. The 2023 ATM Program is effective until the earlier of the issuance and sale of all of the Common Shares issuable pursuant to the 2023 ATM Program and September 17, 2025 unless earlier terminated in accordance with the terms of the 2023 Distribution Agreement.

On September 5, 2023, the Company announced that the USPTO has granted U.S. patent 11,746,088, covering composition of matter for deuterated tryptamine compounds and pharmaceutical compositions thereof, with exclusivity until 2041.

On September 26, 2023, the Company announced an agreement with Fluence, a leading continuing education organization in psychedelic therapy, to support the streamlining and scaling of Cybin’s EMBARK facilitator training program in preparation for a multi-site, global Phase 3 trial of CYB003, its proprietary deuterated psilocybin analog in development for the potential treatment of MDD.

On October 25, 2023, the Company announced that the United States Patent and Trademark Office has issued two patent grants that offer protection for its deuterated DMT program. These patents are United States patent no. 11,771,681, which provides composition of matter protection for certain deuterated analogs of DMT; and United States patent no. 11,773,062, which provides protection for the medical use and the novel, efficient and scalable synthesis of certain analogs of DMT.

On October 26, 2023, the Company announced that the European Patent Office had granted a patent protecting Cybin’s proprietary deuterated psilocybin analog and DMT programs. EP patent no. 4,031,529 provides composition of matter protection for certain deuterated tryptamine compounds, including deuterated psilocybin analogs within the CYB003 program and deuterated analogs of DMT within Cybin’s DMT program, as well as their medical use.

On October 31, 2023, the Company announced positive Phase 2 interim results for CYB003, its proprietary deuterated psilocybin analog, demonstrating a rapid, robust and statistically significant reduction in symptoms of depression three weeks following a single 12mg dose compared to placebo. At the 3-week primary efficacy endpoint, the reduction in MDD symptoms, defined as change from baseline in MADRS total score, was superior in participants assigned to CYB003 compared to the participants who received placebo by 14.08 points (p=0.0005, Cohen’s d=2.15).

On November 14, 2023, the Company completed a public offering (the “November 2023 Offering”) of 66,666,667 units of the Company (the “November 2023 Units”) at a price of US$0.45 per November

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2023 Unit for gross proceeds of $41,107(US$30,000) pursuant to a supplement to the Company’s short form base shelf prospectus dated August 17, 2023. Each November 2023 Unit is comprised of one Common Share and one Common Share purchase warrant (the “November 2023 Warrants”). Each November 2023 Warrant is exercisable to acquire one Common Share at a price of $0.70 (US$0.51) between May 14, 2024, and May 14, 2029, subject to acceleration in certain circumstances. The November 2023 Offering was completed pursuant to an underwriting agreement (the “November 2023 Underwriting Agreement”) between the Company A.G.P./Alliance Global Partners, acting as the sole book-running manager. In connection with the November 2023 Offering, Cybin paid the underwriter a cash commission of $2,096(US$1,530) and incurred additional share issuance costs being professional fees of $341(US$248).

On November 30, 2023, the Company announced positive Phase 2 topline safety and efficacy data for CYB003, its proprietary deuterated psilocybin analog, being developed for the treatment of MDD. At 6 weeks, incremental MADRS score reductions were seen with 79% of patients in remission from depression after just two doses of CYB003 (12mg). CYB003 demonstrated an excellent safety profile in doses tested, with all reported adverse events mild to moderate and self–limiting.

On December 6, 2023, the Company announced that the USPTO has granted U.S. patent 11,834,410 in support of its CYB003 program.

On January 8, 2024, the Company announced positive topline results from its Phase 1 studies of its proprietary deuterated DMT molecules, CYB004 and SPL028. The Phase 1 CYB004 study results showed that IV CYB004 demonstrated robust and rapid-onset psychedelic effects at lower doses compared to native DMT. These psychedelic effects were rapid in onset when administered as an IV bolus over five minutes and persisted for about 40 minutes after the bolus without the need for an extended infusion. The Phase 1 SPL028 study identified an IM dose of SPL028 that resulted in a breakthrough psychedelic experience, with a total duration ranging from 55 to 120 minutes. Both CYB004 (IV) and SPL028 (IM and IV) were well-tolerated with no serious adverse events, and the majority of adverse events were mild to moderate and self-limiting.

On January 23, 2024, the Company announced that it had received FDA clearance to initiate a Phase 2 study of CYB004 in GAD.

On February 7, 2024, the Company announced that the Japan Patent Office has granted JP patents 2023-500532 and 2023-533436. The patents, which are expected to provide exclusivity until at least 2040 and 2041, respectively, include protection for a synthesis method for the preparation of DMT and dDMT and injectable formulations within the Company’s proprietary DMT program in clinical development for the treatment of Generalized Anxiety Disorder (“GAD”).

On March 13, 2024, the Company announced that the FDA had granted Breakthrough Therapy Designation (“BTD”) to its CYB003 program for the adjunctive treatment of MDD. The BTD provides an expedited review pathway, as well as increased access to FDA guidance on trial design, with the potential to reduce drug development timelines.

On March 14, 2024, the Company announced a positive End-of-Phase 2 meeting with the FDA for CYB003, its deuterated psilocybin analog for the adjunctive treatment of MDD.

On March 13, 2024, the Company reported positive four-month durability data from the Phase 2a study of CYB003 in MDD. These results showed robust, sustained and statistically significant improvements in depression symptoms at four months with two doses of CYB003 (12mg or 16mg). The mean reduction

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from baseline in the MADRS total score was approximately 22 points from baseline in both dosing cohorts. Additionally, 60% of patients on 12 mg and 75% on 16 mg were in remission from depression following 2 doses (MADRS score </= 10).

On March 15, 2024, the Company announced that it had initiated a Phase 2 study of IM CYB004 in participants with moderate to severe GAD.

On March 19, 2024, the Company completed a private placement (the “March 2024 Offering”) of 348,837,210 Common Shares at a price of US$0.43 per Common Share for gross proceeds of $202,995(US$150,000). Pursuant to the terms of the March 2024 Offering, on April 8, 2024, the Company amended the 2023 Base Shelf Prospectus to provide that the securities that may be offered and issued thereunder will include distributions by various selling securityholders. Further, on April 17, 2024, the Company filed a prospectus supplement to the 2023 Base Shelf Prospectus, in order to qualify the periodic resale of 333,029,767 Common Shares issued to certain non-Canadian investors pursuant to the March 2024 Offering (See “Subsequent Events”). The March 2024 Offering was completed pursuant to an agency agreement (the “March 2024 Agency Agreement”) among the Company, Bloom Burton Securities Inc. as the lead agent, and Haywood Securities Inc. In connection with the March 2024 Offering, Cybin paid the agents a cash commission of $11,726(US$8,665) and incurred additional share issuance costs being professional fees of $169(US$125).

Subsequent Events

On April 1, 2024, pursuant to the provisions of the OBCA, Small Pharma completed a horizontal amalgamation with Cybin Corp., with Cybin Corp. being the resulting entity. As a result of this amalgamation, Cybin UK Limited is now a wholly-owned subsidiary of Cybin Corp.

On April 5, 2024, the Company granted options to purchase up to 11,715,000 Common Shares, of which 7,250,000 were granted to officers and 4,465,000 were granted to employees. These options have an exercise price of $0.56 per Common Share. All of the options expire on April 5, 2029. The granted options are subject to different vesting schedules. 1,464,375 options vest immediately and 10,250,625 options vest over two years. The aggregate estimated grant date fair value of these options was determined to be $4,836, calculated using the Black-Scholes option pricing model.

On April 8, 2024, the Company amended the 2023 Base Shelf Prospectus to provide that the securities that may be offered and issued thereunder will include distributions by various selling securityholders.

On April 16, 2024, the Company announced that the United States Patent and Trademark Office has granted U.S. patent 11,958,807 in support of its CYB003 program in MDD.

On April 17, 2024, the Company fileda prospectus supplement to the 2023 Base Shelf Prospectus, in order to qualify the periodic resale of 333,029,767 Common Shares issued to certain non-Canadian investors pursuant to the March 2024 Offering.

On April 18, 2024, the Company announced that its research manuscript, entitled “Synthesis and Structure-Activity Relationships of 2,5-dimethoxy-4-substituted phenethylamines and the discovery of CYB210010: A potent, orally bioavailable and long-acting serotonin 5-HT2 receptor agonist,” has been published in the Journal of Medicinal Chemistry, a prestigious bi-weekly peer-reviewed publication.

On May 5, 2024, the Company cancelled options to purchase up to 45,586,900 Common Shares.

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On June 11, 2024, the Company announced that Dr. Atul R. Mahableshwarkar M.D., DLFAPA, has joined the Company as Senior Vice President, Clinical Development. Dr. Mahableshwarkar will lead the development of the CYB003 program.

Significant Acquisitions and Dispositions

Small Pharma Acquisition

On August 28, 2023, the Company entered into the Arrangement Agreement with Small Pharma pursuant to which Cybin agreed to acquire all of the issued and outstanding shares of Small Pharma (each, a “Small Pharma Share”) in an all-equity business combination transaction to be completed by way the Arrangement.

On September 13, 2023, Small Pharma was granted an interim order (the “Interim Order”) by the Supreme Court of British Columbia (the “Court”) regarding the Arrangement. The Interim Order authorized Small Pharma to proceed with various matters relating to the Arrangement, including the holding of a special meeting of Small Pharma shareholders to consider and vote on the Arrangement. Completion of the Arrangement was conditional upon receipt of a final order by the Court. Small Pharma was granted a final order by the Court on October 17, 2023.

On October 12, 2023, the Company held an annual and special meeting of shareholders (the “Special Meeting”) in connection with, among other things, the Arrangement. At the Special Meeting, shareholders of the Company passed an ordinary resolution approving the issuance by the Company of up to such number of Common Shares as may be required to be issued pursuant to the Arrangement in accordance with the terms of the Arrangement Agreement.

On October 23, 2023, the Company completed the Arrangement and issued 0.2409 Common Shares for every one Small Pharma Share outstanding, resulting in a total of 80,945,254 Common Shares being issued to Small Pharma shareholders. As a result of the Arrangement, Small Pharma is now a wholly-owned subsidiary of Cybin. See “Subsequent Events”.

The Company has filed a Form 51-102F4 - Business Acquisition Report in respect of the Arrangement.

Other than the Arrangement, the Company has not completed any significant acquisitions or dispositions during the fiscal year ended March 31, 2024 for which disclosure is required under Part 8 of NI 51-102.

DESCRIPTION OF THE BUSINESS

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 healthcare is supported by a network of world-class partners and internationally recognized scientists aimed at progressing proprietary drug discovery platforms, innovative drug delivery systems, novel formulation approaches and treatment regimens. Cybin is currently developing CYB003, a proprietary deuterated psilocybin analog 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.

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Headquartered in Canada and founded in 2019, Cybin is operational in Canada, the United States, the United Kingdom, the Netherlands and Ireland. For Company updates and to learn more about Cybin, visit www.cybin.com or follow the Company on X, LinkedIn, YouTube and Instagram.

Advancement of Mental Healthcare

The Company is conducting research and development of psychedelic therapeutics that aim to address unmet needs in the treatment of mental health conditions. This comprehensive development work is predicated on structural modifications of known tryptamine and phenethylamine derivatives to improve their PK properties while maintaining their respective pharmacology.

Across its extensive research and development programs, Cybin is evaluating a wide array of novel, synthetic psychedelic active pharmaceutical ingredients (“API”) intended to be delivered through innovative drug delivery systems including via inhalation, via intravenous (“IV”), and intramuscular, or subcutaneous8.

The Company intends to apply for regulatory approval for therapies targeting indications such as MDD, alcohol use disorder (“AUD”), generalized anxiety disorder (“GAD”) and potentially other various mental health conditions9. The Company is also developing compounds that may have the potential to address neuroinflammation, central nervous system (“CN””) disorders, and psychiatric disorders.10

Further, over the next 12-month period, the Company will continue to seek to establish strategic partnerships that advance the Company’s scientific research and IP for new psychedelic-based compounds and novel delivery mechanisms.11 The Company will also continue to sponsor select internal and partner-related clinical trials that advance the understanding of safety and efficacy for various psychedelic agents that target mental health conditions.12

Stage of Development of Principal Products

Like most life sciences and pharmaceutical companies, the Company’s psychedelic business is focused on research and development and any future revenue will be dependent on a number of factors, including the outcome of the Company’s sponsored clinical trials and the receipt of all necessary regulatory approvals.

In order to establish its business operations, the Company intends to leverage the extensive professional network of its management to build working partnerships with (i) existing producers of psychedelic products based in Canada, the United States, the European Union and the United Kingdom to source the psychedelic pharmaceutical products the Company intends to develop and distribute under its specific

8 See footnote 11.

9See footnote 11.

10 See footnote 11.

11 A material factor and assumption underlying this forward-looking statement is that the Company will be able to successfully negotiate strategic partnerships.

12 The material factors and assumptions underlying this forward-looking statement are: (a) that the Company will be able to successfully negotiate strategic partnerships; and (b) all necessary approvals for the studies will be obtained. As of the date hereof, the Company and the University of Washington are co-sponsoring a randomized, placebo-controlled clinical trial of psychedelic-assisted psychotherapy with psilocybin for frontline clinicians experiencing Covid-related distress.

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brand, and (ii) to explore options to facilitate the development and distribution and sale of its specific brand of psychedelic pharmaceutical products.13

Prescription drugs are classified and regulated under the federal Food and Drugs Act (Canada) (the “Canadian FDA”). Labeling, marketing and selling of any prescription drug must comply with the Canadian FDA, including by ensuring that the Company’s products are not packaged or marketed in a manner that is misleading or deceptive to a consumer. See “Regulatory Environment – Canada”.

In the United States, foods, drugs and dietary supplements are subject to extensive regulation. The Federal Food, Drug, and Cosmetic Act (the “FFDCA”) and other federal and state statutes and regulations govern, among other things, the research, development, testing, manufacturing, storage, recordkeeping, approval, labeling, promotion and marketing, distribution, post-approval monitoring and reporting, sampling, and import and export of pharmaceutical products. The Company must ensure that all promotion and marketing, distribution, and labeling of any pharmaceutical products comply with the U.S. regulations, including the FFDCA and the FDA. See “Regulatory Environment – United States”.

On November 4, 2021, the Company announced that it has been granted a Schedule I manufacturing license from the DEA. The DEA license is for the Company’s research lab in the Boston area. The license allows the Company to further become a hub for innovation and drug discovery. Previously, the Company conducted much of its research and development work through globally licensed research organizations in the U.S., Canada, and the UK, and through certain in-house capabilities. With the DEA license, the Company expanded its internal R&D capabilities to support innovative drug discovery and delivery involving Schedule I compounds.

On March 13, 2024, the Company announced that it has been granted BTD by the FDA in respect of CYB003. The BTD provides an expedited review pathway, as well as increased access to FDA guidance on trial design, which has the potential to significantly reduce drug development timelines. The designation includes all “fast track” program features, as well as more intensive FDA guidance and discussion of the CYB003 development program, including planned clinical trials and plans for expediting the manufacturing development strategy.

Non-Revenue Generating Projects14

The Company currently has four significant projects, which have not yet generated revenue:

a.Deuterated Psilocybin Analog Program (CYB003)

b.Deuterated Dimethyltryptamine Program (CYB004, SPL028, and SPL026)

c.Phenethylamine Derivatives Program (CYB005)

d.Technology Programs

The Company has developed EMBARK, a psychological support model that integrates leading clinical approaches to promote supportive healing with psychedelic medicine. EMBARK’s six clinical domains (Existential-Spiritual, Mindfulness, Body Aware, Affective-Cognitive, Relational, Keeping Momentum) represent the broad spectrum of ways in which therapeutic benefits may arise in psychedelic treatment and the equally broad training needed to prepare therapists to support them all. The Company launched its

13 At this time the Company has not entered into commercial supply agreements and has no control over price or conditions. The Company’s assumption is that it will be able to enter into agreements at such a time when there will be sufficient competition in the market which will render prices reasonable.

14 All quarter references in this section are based on calendar year-end.

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EMBARK training program in June 2021, which prepares facilitators to work within all of these domains, while inviting facilitators to bring in their own therapeutic training and expertise in a flexible, yet structured way. The EMBARK curriculum additionally emphasizes trauma-informed, culturally competent, and ethically rigorous care. On April 12, 2023, the Company announced the launch of EMBARK Open Access, a free online foundational training course for psychedelic facilitation. EMBARK Open Access is the first and only free massive open online course that offers foundational psychedelic facilitation training for healthcare professionals and people interested in offering psychological support. On July 12, 2023, the Company announced that it has commenced the development of a streamlined, scalable version of its EMBARK Training Program, known as EMBARKCT, which is designed for individuals with existing knowledge, skills, and experience in psychedelic facilitation. The EMBARKCT training program is expected to enable the Company to effectively screen, qualify, and train facilitators on a multi-site, international level, to provide support and in-person monitoring for study participants receiving the Company’s investigational therapeutics in larger pivotal trials.

The following is a description of each program, including a description of the Company’s plan for such programs, the status of the objectives related to the Company’s plan for such program and anticipated expenditures to advance the program to the next stage of pipeline development.

The allocation of capital towards the Company’s ongoing projects and programs is largely dependent on the success, or difficulties encountered, in any particular portion of the process and therefore the time involved in completing it; in turn the time and costs associated with completing each step are highly dependent on the incremental results of each step and the results of other programs, and the Company’s need to be flexible to rapidly reallocate capital to projects whose results show the greatest potential. As such, it is difficult for the Company to anticipate the timing and costs associated with taking the projects to their next planned stage, and the Company cannot make assurances that the estimates reflected in this AIF will prove to be accurate, as actual results and future events could differ materially from those anticipated. Accordingly, investors are cautioned not to put undue reliance on the estimates reflected in this AIF.

Moreover, identifying the timing and costs of such projects beyond their immediate next steps go to the core differentiating factors with respect to the Company and its competitors. The disclosure of prospective costs and timing other than as already disclosed by the Company would negatively impact shareholder value and undermine the Company’s proprietary technology. In keeping with pharmaceutical industry practice, it is the Company’s policy to disclose these details in conjunction with its financial statements, and to publicly disclose published patent applications, published scientific papers, scientific symposia and the attainment of key milestones only. In addition, the premature disclosure of proprietary data would have a material and adverse effect on the Company’s patent and other intellectual property rights and could result in the breach of confidentiality obligations.

The Company is continuing to assess the research and development programs of Small Pharma acquired through the acquisition of Small Pharma by way of the Arrangement and will provide further information and updates upon completion of the integration of Small Pharma’s business, including the anticipated spend associated with any programs.

Deuterated Psilocybin Analog Program (CYB003)

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The Company has been investigating the development of short-acting tryptamines with the aim of creating clinical development candidates, utilizing (i) the chemical modification of tryptamine derivatives through the selective substitution of hydrogen atoms with deuterium (i.e. deuteration); and (ii) the combination of such deuterated tryptamine derivative molecules with selected drug delivery methods, including but not limited to oral, inhalation methods, IV and intramuscular delivery.

The Company’s lead program, CYB003, is an orally delivered deuterated psilocybin analog program that has been granted FDA BTD for the adjunctive treatment of MDD. CYB003 aims to address the limitations of oral psilocybin, including side effects, scalability and accessibility of treatment.

The Company completed its CYB003 Investigational New Drug (“IND”)-enabling preclinical studies and Chemistry, Manufacturing and Control (“CMC”) development, including the production of clinical materials required for clinical trials, in the second quarter of calendar 2022. In the same period, the Company submitted an IND application to the FDA and received a “may proceed letter” and IND application clearance from the FDA as well as Institutional Review Board (the “IRB”) approval in the U.S. to commence its first-in-human Phase 1/2a study of CYB003 in participants with moderate to severe MDD. The Company has engaged Clinilabs Drug Development Corporation (“Clinilabs”), a full-service contract research organization with deep expertise in central nervous system drug development, to carry out the Phase 1/2a clinical trial of CYB003. On August 30, 2022, the Company announced that the first two participants have been dosed in the Phase 1/2a study.

About the CYB003 Phase 1/2a Clinical Trial

The Phase 1/2a trial was a randomized, double-blind, placebo-controlled study evaluating CYB003 in participants with moderate to severe MDD and in healthy volunteers. Per a protocol amendment to the initial Phase 1/2a study design that was announced on February 28, 2023, the study introduced healthy volunteers for the lower (sub-therapeutic) dose cohorts and added a bioequivalence cohort to facilitate the transition to pivotal studies. Healthy volunteers received two administrations (placebo/active and active/active) one week apart, and measures of psychedelic effect were assessed after each dose. Participants with MDD received two administrations (placebo/active and active/active) three weeks apart and response/remission were assessed three weeks after each dose. MDD participants in the trial that were being treated with antidepressants were allowed to remain on their antidepressant medication.

The study investigated the safety, tolerability, pharmacokinetics (“PK”) and pharmacodynamics (“PD”), and psychedelic effect of ascending oral doses of CYB003. In participants with MDD, the trial evaluated rapid onset of antidepressant effect on the day of dosing, using MADRS, and evaluated the incremental benefit of a second dose of CYB003 when administered at Week 3. An optional period of assessment will help determine the durability of treatment effect out to 12 months. The study is listed on ClinicalTrials.gov under Identifier: NCT05385783.

On February 28, 2023, the Company announced positive interim safety and pharmacokinetics and pharmacodynamics data from the Phase 1/2a study of CYB003. Interim findings showed that CYB003 exhibited rapid, short-acting effects, low variability in plasma levels, and achieved a psychedelic effect at low doses. At the 8mg and 10mg dose levels, most of the participants reported robust and meaningful

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psychedelic effects, confirming a complete mystical experience was achieved. All doses evaluated (single oral doses of CYB003 up to 10mg) were well-tolerated with no serious adverse events reported.

On July 24, 2023, the Company announced that it had completed dosing in Cohort 5 of the Phase 2a portion of the study with no serious adverse events or other adverse events that may preclude continued dosing, with recruitment underway for Cohort 6. The Phase 2a trial, consisting so far of completed Cohorts 4 and 5, evaluated two 12mg doses of CYB003. On August 2, 2023, the Company announced that it had initiated dosing in Cohort 6, the final cohort of the CYB003 Phase 2a study.

On September 21, 2023, the Company announced that it had completed enrollment in its Phase 2a study of CYB003, its proprietary deuterated psilocybin analog program being developed for the potential treatment of MDD. All participants in the sixth, and final, cohort received at least one dose (placebo or 16mg of CYB003) with several second doses already administered, and no serious adverse events observed in participants. As of that date, CYB003 demonstrated a favorable safety and tolerability profile at all doses evaluated in the five completed cohorts (1mg, 3mg, 8mg, 10mg, and 12mg).

On October 3, 2023, the Company announced that it had completed dosing in Cohort 6 of its Phase 2a study of CYB003. The following doses were evaluated in the six cohorts that comprised the Phase 2a study: 1mg, 3mg, 8mg, 10mg, 12mg, and 16mg. As of that date, CYB003 has been shown to be safe and tolerable at all doses evaluated with no serious adverse events or discontinuations due to adverse events having been observed in the final dose cohort.

On October 31, 2023, the Company announced Phase 2a interim results for CYB003, its proprietary deuterated psilocybin analog, demonstrating a rapid, robust and statistically significant reduction in symptoms of depression three weeks following a single 12mg dose compared to placebo, in participants with moderate to severe MDD. At the 3-week primary efficacy endpoint, the reduction in MDD symptoms, defined as change from baseline in the MADRS total score, was superior in participants assigned to CYB003 compared to the participants who received placebo by 14.08 points (p=0.0005, Cohen’s d=2.15).

On November 30, 2023, the Company announced positive Phase 2a topline results for CYB003, showing rapid and robust improvements in symptoms of depression after single doses of CYB003, with an average 13.75 point difference in MADRS score reduction between CYB003 and placebo which was statistically significant at 3 weeks (p<0.0001). The study also demonstrated a clear incremental benefit of a second dose, with a further 5.8 point improvement on the MADRS total score with a second dose of CYB003 (12mg) at 6 weeks, and 79% of patients were in remission from depression at 6 weeks after two doses of CYB003 (12mg). CYB003 exhibited a favorable safety and tolerability profile with no treatment-related serious adverse events at 12mg and 16mg doses. These results support progression to a Phase 3 study in MDD which is expected to begin in summer of 2024.

On March 13, 2024, the Company announced that the FDA had granted BTD to its CYB003 program for the adjunctive treatment of MDD. The BTD provides an expedited review pathway, as well as increased access to FDA guidance on trial design, with the potential to reduce drug development timelines. On

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March 13, 2024, the Company also reported positive four-month durability data from the Phase 2a study of CYB003 in MDD. These results showed robust, sustained and statistically significant improvements in depression symptoms at four months with two doses of CYB003 (12mg or 16mg):

•Average mean reduction from baseline in the MADRS total score across 2 cohorts was approximately 22 points from baseline in both dosing cohorts.

•60% of patients on 12 mg and 75% on 16 mg were in remission from depression following 2 doses (MADRS score </= 10).

The Company spent approximately $14,525 on the Deuterated Psilocybin Analog Program during the twelve months ended March 31, 2024.

As the Company continues to progress through the CYB003 program, additional milestones related to its clinical development have been identified. The Company intends to:

•Initiate a Phase 3 study of CYB003 in MDD in summer of 2024 to further evaluate the safety and efficacy of CYB003 capsules as a potential adjunctive treatment in a larger MDD patient population 15,16,17.

The Company spent approximately $2,430 to complete its FDA IND submission in Q1 202418. The Company spent approximately $9,289 to receive its top line data readout from the Phase 1/2a study and to complete FDA submission of CYB003 Phase 1/2a data for end of phase 2 meeting in Q4 2023 of which approxima

15There is no assurance that the aforementioned timeline will be met or that the program will advance to clinical trials, at all. Anticipated timelines regarding drug development are based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date.

16See footnote 15.

17The Company has updated this milestone. The Company had previously expected it would complete this milestone in Q2 2024. The Company now expects initiation of the Phase 3 study in summer 2024. Minor change in anticipated timing due to updates to the study. Anticipated spending and timelines regarding drug development are based on reasonable assumptions informed by current knowledge and information available to the Company. See also footnote 21.

18The Company has completed this milestone. The Company had previously estimated that its spending would be $2,300 to complete FDA IND submission. Anticipated timing and spending regarding drug development is based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date. Reflects actual spend during the financial year ended March 31, 2024.

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tely $7,897 was spent during the twelve months ended March 31, 2024 and approximately $1,392 was spent in the financial year ended March 31, 202319.

The Company expects to spend approximately $13,27620 to initiate a Phase 3 study of CYB003 in MDD in summer 2024 , of which approximately $2,978 was spent during the twelve months ended March 31, 2024. The Company intends to continue funding the Deuterated Psilocybin Analog (CYB003) Program.

The Company intends to complete future clinical trials for this program in the U.S., Canada, and/or Europe.

Deuterated Dimethyltryptamine Program

The Company’s proprietary dDMT program CYB004 is being developed as an intermittent treatment with the potential for less invasive, more convenient and patient-friendly dosing methods for the potential treatment of GAD with or without MDD. A single intramuscular (“IM”) dose is expected to result in acute psychedelic effects lasting an average of 90 minutes.

Cybin has leveraged clinical data from its completed DMT and dDMT trials, which collectively form one of the most advanced and extensive DMT/dDMT data portfolio in the psychedelic drug development sector, to inform and optimize the development of the CYB004 program. To date, Cybin has completed five clinical trials across four molecules: CYB004 (IV dDMT), SPL028 (IV/IM dDMT), SPL026 (IV/IM DMT), and DMT, demonstrating proof-of-concept in potentially treating depression, supporting the development of dDMT for the potential treatment of anxiety disorders, and providing important dosing insights.

Key findings from these completed studies are as follows:

•Phase 2a safety and efficacy data for SPL026 (IV DMT) in 34 participants with MDD, demonstrating a clinically relevant and statistically significant reduction in depression symptoms at two weeks after dosing (-7.4 point difference in MADRS between SPL026 and placebo).

19The Company has completed both these milestones. The Company had previously estimated that its spending to provide topline data readout from the Phase 1/2a study would be $7,704 and to complete FDA submission of CYB003 Phase 1/2a data for end of phase 2 meeting would be $2,500 for a total of $10,204. Anticipated timing and spending regarding drug development is based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date. Reflects actual spend during the financial year ended March 31, 2024, and during the period from April 1, 2023 to March 31, 2024.

20Refer to footnote 23. The Company had previously estimated that its spending to complete this milestone would be $17,550. Anticipated timing and spending regarding drug development is based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date.

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Durable antidepressant response and remission rates were observed at six months. Among participants who had achieved remission within three months with SPL026, 64% sustained remission to six months.

•Phase 1 study evaluating IM SPL026 supporting IM administration for patient-friendly dosing. The study demonstrated that IM DMT is well-tolerated and generates a breakthrough psychedelic experience lasting approximately 45 minutes.

•Phase 1 study evaluating IM SPL028 supporting IM administration for patient-friendly dosing. The completed Phase 1 study of IV/IM SPL028 in healthy volunteers showed that SPL028 is safe and well-tolerated, and demonstrated that IM dosing of SPL028 produced robust psychedelic effects lasting a short duration (average approximately 90 minutes) in the majority of subjects.

•Phase 1b study evaluating the safety and efficacy of SPL026 in conjunction with SSRIs in 17 participants with MDD, demonstrating no relevant drug-drug interactions, a favorable safety profile and enhanced efficacy when SPL026 was administered with SSRIs, and a 92% remission rate at 4 weeks in the DMT + SSRI combination cohort (n=12).

•Phase 1 results for IV CYB004 demonstrated robust and rapid-onset psychedelic effects at lower doses compared to native DMT, suggesting potential as a short-acting, scalable treatment.

Exploratory analysis of the Phase 2a and Phase 1b data for SPL026 also shows significant improvements in symptoms of anxiety, as measured using the State Trait Anxiety Inventory – Trait version (STAI-T), with a 23 point improvement from baseline at the two week endpoint, in the DMT+ SSRI combination group.

The Company is currently advancing CYB004, a deuterated version of DMT, for the potential treatment of GAD. DMT has been shown to exert its psychedelic effects by activating the 5-HT2A receptor. In its regular form, DMT is an unstable molecule rapidly metabolized in the body, which significantly reduces its bioavailability. CYB004, as a deuterated molecule, has the potential to overcome the therapeutic limitations of native DMT. To date, CYB004 has demonstrated robust and rapid-onset psychedelic effects at lower doses compared to native DMT, suggesting potential as a short-acting, scalable treatment. Additionally, learnings from Phase 1 studies of IM SPL028 have supported IM administration as a viable dosing method for deuterated DMT, suggesting the potential for CYB004 to offer more convenient and patient-friendly dosing methods.

CYB004 is secured by a U.S. composition of matter patent with protection through 2041. The patent covers a range of deuteration forms of DMT and protects CYB004 as a putative new chemical entity.

On June 7, 2022, the Company announced it had entered into an agreement to acquire a Phase 1 DMT study (the “Asset Acquisition”) from Entheon Biomedical Corp. (“Entheon”) to accelerate the clinical development path for CYB004. On July 11, 2022, the Company announced that the Asset Acquisition was completed. The Phase 1 study, previously identified as EBRX-101 and now named CYB004-E, was

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conducted in the Netherlands. Entheon acted as external consultants to the Company for approximately 10 months after the Asset Acquisition.

On January 12, 2023, the Company announced that it has selected GAD as the target indication for its proprietary deuterated DMT molecule, CYB004.

About the Phase 1 CYB004-E DMT Study

The Phase 1 trial was a three-part study evaluating the safety, pharmacokinetics, and pharmacodynamics of escalating doses of DMT and CYB004 in healthy volunteers. The three-part study design was established in a protocol amendment to the initial study design, allowing the Company to commence first-in-human dosing of CYB004 sooner than initially planned. The study provided essential safety and dosing optimization data informing the clinical path forward for CYB004. The CYB004-E study was conducted at the Centre for Human Drug Research in the Netherlands and is one of the largest Phase 1 DMT clinical trials to date.

On November 10, 2022, the Company announced that its CYB004-E Phase 1 trial evaluating IV DMT completed dosing for four out of five cohorts and that the Safety Review Committee had confirmed no safety issues.

On February 1, 2023, the Company announced that it had received approval from an independent ethics committee in the Netherlands to initiate first-in-human dosing of CYB004 through a protocol amendment to its ongoing Phase 1 CYB004-E study.

On February 28, 2023, the Company announced a protocol amendment to the initial Phase 1 study design that would allow the Company to initiate first-in-human dosing of CYB004 sooner than initially planned. Per the protocol amendment, Cybin established a three-part study to include Part A (IV DMT infusion), Part B (IV DMT bolus + infusion) and Part C (IV CYB004 bolus + infusion) in healthy volunteers. The Company was able to rely upon completed preclinical data to gain regulatory authorization to add CYB004 to the CYB004-E DMT Study. The Company also announced confirmatory data from Part A, the single ascending dose portion of the CYB004-E study, which assessed a continuous IV DMT infusion. The Part A data showed a dose-proportional increase in exposure and dose-related increase in behavioral

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measures of subjective psychedelic experience with IV DMT. IV DMT was also well-tolerated with no safety issues and no serious adverse events within the dose range evaluated.

On May 9, 2023, the Company announced that it had completed dosing for the last subject in Part B of the Phase 1 CYB004-E trial.

On May 24, 2023, the Company announced that it had initiated first-in-human dosing of CYB004 in Part C of the Phase 1 CYB004-E trial.

On January 8, 2024, the Company announced positive topline results from its Phase 1 studies of its proprietary deuterated DMT molecules, CYB004 and SPL028.

•The Phase 1 CYB004 study results showed that IV CYB004 demonstrated robust and rapid-onset psychedelic effects at lower doses compared to native DMT. These psychedelic effects were rapid in onset when administered as an IV bolus over five minutes and persisted for about 40 minutes after the bolus without the need for an extended infusion.

•The Phase 1 SPL028 study identified an IM dose of SPL028 that resulted in a breakthrough psychedelic experience, with a total duration ranging from 55 to 120 minutes.

•Both CYB004 (IV) and SPL028 (IM and IV) were well-tolerated with no serious adverse events, and the majority of adverse events were mild to moderate and self-limiting.

On January 23, 2024, the Company announced that it had received FDA clearance to initiate a Phase 2 study of CYB004 in GAD.

On March 15, 2024, the Company announced that it had initiated a Phase 2 study of IM CYB004 in participants with moderate to severe GAD.

About the Phase 2 CYB004 Study in GAD

The CYB004-002 Phase 2 study is a randomized, double-blind study which will evaluate the safety and efficacy of CYB004 in participants with moderate to severe GAD (GAD-7 score ≥10), with concomitant antidepressant/anxiolytic treatment and co-morbid depression allowed. The study will recruit approximately 36 participants, who will be randomized in a double-blind manner, into two groups. The first group will receive two IM doses of CYB004, three weeks apart, while the second group will receive two low-dose control administrations of sub-psychedelic doses of CYB004. The primary endpoint is a change in the Hamilton Anxiety Rating Scale score from baseline at six weeks following the second dose. Other endpoints include the MADRS depression assessment, safety assessments, MEQ30 (psychedelic experience assessment) and EQ-5D-5L (quality of life assessment). Participants will be followed for up to a year. Results from this study are expected to provide proof of concept for CYB004’s efficacy in GAD, the time to onset of effects, as well as durability of effects to one year.

The Company spent approximately $7,130 on its Deuterated Dimethyltryptamine Program during the twelve months ended March 31, 2024, related to the milestones detailed below.

As the Company continues to progress its Deuterated Dimethyltryptamine Program, additional milestones related to its clinical development have been identified. The Company intends to:

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•provide topline safety and efficacy data from Phase 2 GAD study around year end 202421.

The Company spent approximately $1,847 to initiate a Phase 2a GAD study in Q1 2024 during the twelve months ended March 31, 202422. The Company spent approximately $7,32223,24 to complete FDA IND submission for CYB004 in January 2024 of which approximately $2,349 was spent during the twelve months ended March 31, 2024, and approximately $4,973 was spent in the financial year ended March 31, 2023. The Company spent approximately $5,61125 to provide topline data from the Phase 1 CYB004-E trial in January 2024 of which approximately $2,814 was spent during the twelve months ended March 31, 2024 and approximately $2,797 was spent in the financial year ended March 31, 2023.

The Company expects to spend approximately $5,521 to provide topline safety and efficacy data from Phase 2 GAD study around year end 2024 of which approximately $58 was spent during the twelve months ended March 31, 2024, resulting in an approximate remaining spend as of March 31, 2024 of $5,463 by Q4 202426.

The Company intends to continue funding the Deuterated Dimethyltryptamine (CYB004) Program.

21See footnote 15.See “Risk Factors” for further information.

22The Company has completed this milestone. The Company had previously estimated that its spending to initiate a Phase 2a GAD study would be $1,270. Anticipated timing and spending regarding drug development is based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date. Reflects actual spend during the financial year ended March 31, 2024.

23Anticipated timing and spending regarding drug development is based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date.

24The Company has completed this milestone. The Company had previously estimated that its spending to complete FDA IND submission for CYB004 would be $7,245. Anticipated timing and spending regarding drug development is based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date. Reflects actual spend during the financial year ended March 31, 2024.

25The Company has completed this milestone. The Company had previously estimated that its spending to advance the Phase 1 CYB004-E trial would be $5,733. Anticipated timing and spending regarding drug development is based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date. Reflects actual spend during the financial year ended March 31, 2024, during the period from April 1, 2023 to March 31, 2024.

26See footnotes 34.

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In addition, following the acquisition of Small Pharma, the Company is continuing to assess and will provide further information and updates upon completion of the integration of Small Pharma’s business, including the anticipated spend associated with the SPL028 study27.

Phenethylamine Derivatives Program (CYB005)

The Company’s Phenethylamine Derivatives Program (CYB005) is focused on the development of therapeutic phenethylamine derivatives. Multiple phenethylamines have been shown to have psychedelic properties and several, such as MDMA, have shown promise as therapeutics. Cybin’s proprietary approach to phenethylamines modification with novel chemistry, proprietary formulations and directed delivery systems has yielded a number of novel, IP-protected leads with significant therapeutic potential. Several compounds are now being further studied both in vitro and in vivo for selection of the best development candidates, including evaluating the benefits of sub-psychedelic, chronic dosing. The Company is investigating the effects of phenethylamine derivatives on neuroplasticity, and for the potential treatment of psychiatric disorders, neuroinflammation and other neurological conditions.28

In order to assess the feasibility and viability of these phenethylamine derivatives entering clinical studies, the Company has and will continue to contract with reputable and licensed third-party vendors to undertake extensive preclinical characterization of target molecules on the Company’s behalf. These activities include, but are not limited to: the synthesis of such molecules as API at laboratory scale, the development and optimization of production processes for such APIs, the development of stable formulations utilizing these APIs, the development and validation of analytical methods for such formulations, the scale up of API production processes beyond laboratory scale to deliver GLP and GMP material suitable for entry into animal and human studies, studies of the stability of such formulations suitable for human studies, the development of Chemistry, Manufacturing and Controls to meet cGMP.

In addition, utilizing the expertise of selected third parties, the Company intends to oversee the study of the pharmacokinetic profiles of its formulations in a number of animal models and the completion of Absorption, Distribution, Metabolism, and Excretion (“ADME”) profiles. Further, the Company’s licensed third party vendors will be responsible for completing a range of additional preclinical programs including, but not limited to, dose-ranging studies in multiple animal species, toxicity studies in multiple

27See footnotes 21 and 34.

28This statement is based on the following material factors and assumptions: (a) the Company assumes it will enter into a contract with a licensed third-party vendor to undertake extensive preclinical characterization of target molecules on the Company’s behalf; (b) the Company anticipates to complete a number of animal models and the completion of ADME profiles; (c) the Company assumes to enter into third party agreements in order to complete a range of additional preclinical programs including but not limited to dose-ranging studies in multiple animal species, toxicity studies in multiple animal species, genotoxicity studies, teratogenicity studies, along with neuropharmacological, pulmonary, and cardiovascular profiling before the final selection of drug candidates for entry into human trials; and (d) obtain an IND and/or a CTA to enter into clinical trials. As of the date hereof, it has not yet completed the aforementioned items. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date.

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animal species, genotoxicity studies, along with neuropharmacological, pulmonary, and cardiovascular profiling, before the final selection of drug candidates for entry into human trials.

The Company intends to complete these studies, and collect further relevant safety and toxicity data, prior to the filing for any IND application with the FDA, a CTA with Health Canada, or other similar application with regulatory bodies in other jurisdictions.

The Company spent approximately $83 on its preclinical Phenethylamine Derivatives Program during the twelve months ended March 31, 2024.

The Company is currently identifying a viable drug candidate and completing its assessment of the potential path forward for this candidate, including whether it will be developed internally or by way of potential third party partners. The Company anticipates that its phenethylamine program may deliver a drug candidate suitable for entry into clinical studies by the end of calendar 202429.

The Company expects to spend approximately $90030 to complete preclinical development of a phenethylamine drug candidate by 202431, of which approximately $83 was spent during the twelve months ended March 31, 2024, and approximately $782 was spent during the financial year ended March 31, 2023 resulting in an approximate remaining spend as of March 31, 2024 of $35. The Company intends to continue funding the Phenethylamine Derivatives Program (CYB005) Program.

Technology Programs

Digital Therapy Platform

The Company has been working on the creation of a patient digital therapy platform (the “Digital Platform”). The Digital Platform is envisioned to help patients undergoing psychedelic therapies to

29See footnote 9. See “Risk Factors” for further information.

30Reflects actual spend during the financial year ended March 31, 2023, the twelve months ended March 31, 2024, and expected spend during the period from January 1, 2024 until the achievement of preclinical development of a phenethylamine drug candidate by December 31, 2024. Anticipated timing and spending regarding drug development is based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date.

31The Company has updated this milestone. The Company had previously expected it would complete this milestone by Q3 2023. The Company now expects to complete preclinical development of phenethylamine drug candidate by the end of Q4 2024.Change in anticipated timing due to the prioritization of the CYB003 Program. Anticipated spending and timelines regarding drug development are based on reasonable assumptions informed by current knowledge and information available to the Company. See also footnote 9.

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memorialize the learning from their treatment sessions and to assist with the integration of such learnings into the patient’s psychotherapy program.

The Company’s digital therapy platform technology is designed to better enable the evaluation of patient outcomes through a highly secure, patient-centered data analytics platform for better pre- and post-psychedelic treatments. The digital therapy platform is proprietary to Cybin and the subject of one of the Company’s patent applications.

Proof-of-concept testing for the Company’s Digital Platform was completed in Q2 2022. The Company is currently evaluating paths forward for its Digital Platform program.

Kernel Collaboration

On January 11, 2021, the Company announced that it entered into an agreement with HI, LLC dba Kernel (“Kernel”) that will enable the Company to use the Kernel Flow technology (“Flow”) to potentially measure neural activity during psychedelic therapy.

On October 26, 2021, the Company announced that the FDA had authorized an IND application to proceed with a Cybin-sponsored feasibility study using Flow to measure ketamine’s psychedelic effect on cerebral cortex hemodynamics. On January 11, 2022, the Company announced that the IRB had approved the feasibility study. On May 9, 2022, the Company and Kernel announced results from the piloting of the feasibility study. The preliminary data confirmed Flow’s ability to successfully measure neuro-effect of ketamine over 10 days.32 The Company completed its feasibility study sponsorship utilizing Flow in Q3 2022.

On January 18, 2023, the Company announced promising results from the completed feasibility study, evaluating Flow’s wearable technology to measure ketamine’s psychedelic effect on cerebral cortex hemodynamics. Key findings from the study provided proof-of-principle for Flow as a portable functional system that provides real-time measurements of changes in blood oxygenation in the brain associated with neural activity. The study demonstrated ketamine-induced changes to functional brain biomarkers associated with potential therapeutic effects, including changes in cortical function associated with psychedelic experiences. Additionally, Flow demonstrated reliable measurements of PR and PRV, therefore eliminating the need for external cardiac activity sensors in future studies. The study also observed physiological measures of the effects of ketamine, including increased PR, decreased PRV, increased absolute concentrations of oxy-hemoglobin and decreased deoxyhemoglobin, and elevated electrodermal activity.

32 Preliminary data from the piloting suggested that ketamine-induced changes in functional connectivity persisted for several days after administration. Flow successfully measured the neuro-effect of ketamine over 11 days (baseline at Days 1-5, dosing at Day 6, follow-up at Days 7-11), and confirmed changes in functional connectivity that are consistent with current scientific research (Scheidegger et al 2012; Zacharias et al 2019; Li et al 2022). The piloting was conducted to ensure the efficiency of the feasibility study design. Participants in the pilot received either a low dose of ketamine and/or a placebo while wearing the Flow headset.

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On July 20, 2023, the Company commended Kernelon their publication titled “Measuring acute effects of subanesthetic ketamine on cerebrovascular hemodynamics in humans using TD-fNIRS” in the journal Scientific Reports from the Nature Portfolio of Journals. The publication highlights the results of the Cybin-sponsored Kernel Flow1 feasibility study demonstrating the capabilities of the Flow1 system to capture and analyze brain changes resulting from the administration of a psychoactive substance. The feasibility study is the largest functional near-infrared spectroscopy (“fNIRS”)study to measure the acute effect of a psychedelic and is the first ever fNIRS neuroimaging study evaluating ketamine in humans. In this single-blind, placebo-controlled study, employing a non-randomized design, the Flow1 system, built with time-domain functional near-infrared spectroscopy (TD-fNIRS) was utilized to measure acute brain dynamics following intramuscular subanesthetic ketamine (0.75 mg/kg) and placebo (saline) administration in a clinical setting. Results from the study are intended to inform the next steps forward for this program.

Results from the study are intended to inform the next steps forward for this program.

About the Phase 1 Kernel Flow Feasibility Study

The feasibility study was a single-blind, placebo-controlled, non-randomized design with participants completing study visits roughly once a week for four weeks. The four study visits were always conducted in the same order: a screening visit, two dosing visits, and a follow-up phone call. Dosing visits were always placebo (saline, 0.9% NaCl) first and ketamine second, with the ketamine visit occurring one week (7.1±0.5 days, mean ±standard deviation) after the saline visit. Ketamine and saline were administered via bolus intramuscular injection (deltoid muscle). Ketamine dosing was based on participant weight with a target of 0.75 mg/kg, up to the maximum dose of 60 mg. Two participants were administered the maximum dose. Participants included 15 healthy individuals who met eligibility criteria and consented to participation in the study. There were eight females and seven males, all 24-48 years old.

The main objective of the feasibility study was to evaluate a participant’s experience wearing Flow while in an altered state of consciousness following the administration of ketamine.

As part of the Company’s sponsorship of the feasibility study, the Company will retain an exclusive interest in any innovations that are discovered or developed through its independent analysis of the study findings.

Relationships with Third Parties

The Company’s research and development of its psychedelic pharmaceutical products is conducted by way of licensed partners. The Company also intends to sponsor clinical and other studies at various clinical trial sites.

University of Washington

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The Company has licensed the use of its EMBARK psychological support model to the University of Washington for a randomized, placebo-controlled clinical trial of psilocybin for frontline clinicians experiencing COVID-19 related distress.

Greenbrook TMS

On July 6, 2021, the Company entered into a collaboration agreement with Greenbrook TMS to establish mental health centers of excellence for the purpose of facilitating research and development of innovative psychedelic compound-based therapeutics for patients suffering from depression.

Clinilabs Drug Development Corporation

On April 21, 2022, the Company announced that it had partnered with Clinilabs, a global, full-service contract research organization with deep expertise in central nervous system drug development, to carry out the Company’s Phase 1/2a clinical trial of CYB003, its proprietary deuterated psilocybin analog.

Entheon Biomedical Corp.

On July 11, 2022, the Company completed the acquisition of a Phase 1 DMT study from Entheon. As part of the Asset Acquisition, Entheon assigned its rights under the Master Services Agreement between Entheon and Centre For Human Drug Research (“CHDR”) to the Company. The Company now maintains a direct contractual relationship with CHDR to conduct the CYB004-E trial. CHDR is an independent institute in the Netherlands specializing in innovative early-stage clinical drug research.

Mindset Pharma Inc.

On September 27, 2022, the Company entered into an agreement, as amended, with Mindset Pharma Inc. (“Mindset”) to acquire an exclusive license to an extensive targeted class of tryptamine-based molecules. The agreement includes an initial license fee payment by Cybin to Mindset of US$500 as well as additional clinical development milestone payments of up to US$9,500, with the first milestone payment, in the amount of US$500, payable upon completion of a Phase 1 clinical trial. At the sole discretion of Cybin, the milestones may be paid in cash or in Common Shares, or a combination thereof, subject to the approval of the Exchange. There is no assurance that the aforementioned milestones will be met. The agreement also contemplates a sales royalty of approximately 2% for all commercialized licensed products within the scope of the agreement, which is customary for drug licensing agreements of this nature.

Worldwide Clinical Trials

On July 26, 2023, the Company announced that it has partnered with Worldwide Clinical Trials, a global, full-service contract research organization with deep expertise managing clinical trials for mental health conditions, including MDD.

Other Third-Party Partners

The Company has established contractual sources of synthetic GMP (as defined below) and non-GMP raw materials to support its development operations through licensed third-party suppliers located in Canada, the United States, the UK and Europe. Such raw materials are expected to be, in general, readily

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available and in adequate supply to meet the Company’s need for development quantities, or custom manufactured on the Company’s behalf.33 The prices of research quantities of psilocybin and novel psychedelic compounds are generally higher than commercial supply prices at significantly larger scale and the Company, therefore, expects its supply prices to reduce over time. Development and production of the Company’s proprietary novel compounds is performed under confidential contractual agreements.

The Company has conducted due diligence on each such third party, including but not limited to the review of necessary licences and the regulatory framework enacted in the jurisdiction of operation.

The allocation of capital towards the Company’s ongoing projects and programs is largely dependent on the success, or difficulties encountered, in any particular portion of the process and therefore the time involved in completing it; in turn the time and costs associated with completing each step are highly dependent on the incremental results of each step and the results of other programs, and the Company’s need to be flexible to rapidly reallocate capital to projects whose results show the greatest potential. As such, it is difficult for the Company to anticipate the timing and costs associated with taking the projects to their next planned stage, and the Company cannot make assurances that the foregoing estimates will prove to be accurate, as actual results and future events could differ materially from those anticipated. Accordingly, investors are cautioned not to put undue reliance on the foregoing estimates.

Moreover, identifying the timing and costs of such projects beyond their immediate next steps go to the core differentiating factors with respect to the Company and its competitors. The disclosure of prospective costs and timing other than as already disclosed by the Company would negatively impact shareholder value and undermine the Company’s proprietary technology. In keeping with pharmaceutical industry practice, it is the Company’s policy to disclose these details in conjunction with its financial statements, and to publicly disclose published patent applications, published scientific papers, scientific symposia and the attainment of key milestones only. In addition, the premature disclosure of proprietary data would have a material and adverse effect on the Company’s patent and other intellectual property rights and could result in the breach of confidentiality obligations.

The material factors or assumptions used to develop the estimated costs disclosed above are included in the “Cautionary Note Regarding Forward-Looking Information” section above. The actual amount that the Company spends in connection with each of the intended uses of proceeds will depend on a number of factors, including those listed under “Risk Factors” in this AIF or unforeseen events.

The Company has negative cash flow from operating activities and has historically incurred net losses. To the extent that the Company has negative operating cash flows in future periods, it may need to deploy a portion of its existing working capital to fund such negative cash flows. The Company will be required to raise additional funds through the issuance of additional equity securities, through loan financing, or other means, such as through partnerships with other companies and research and development reimbursements. There is no assurance that additional capital or other types of financing will be available

33At this time the Company has not entered into commercial supply agreements and has no control over price or conditions. The Company has assumed that it will be able to enter into commercial supply agreements at such a time when there will be sufficient competition in the market which will render prices reasonable.

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if needed or that these financings will be on terms at least as favourable to the Company as those previously obtained.

Regulatory Environment

Business Segment	Current/Proposed Location of Operation	Summary of Applicable Regulatory Frameworks
Research, development and commercialization of psychedelic-inspired regulation medicines.	Canada, United Kingdom, United States, Netherlands	The Canadian and United States federal governments regulate drugs through the CDSA and the CSA, respectively, which place controlled substances in a schedule.(1) The United Kingdom regulates drugs through the MDA (through allocation of classes of risk) and MDR (which places controlled substances in a schedule). The Netherlands regulates drugs under the Dutch Opium Act (as defined herein). Under the CDSA, psilocybin is currently a Schedule III drug.(2) Under the CSA, psilocybin is currently a Schedule I drug.(3) Under the MDA, psilocybin is currently a Class A drug under the MDA and a Schedule 1 drug under the MDR.(4) Under the Dutch Opium Act, DMT is classified in the Netherlands as a List 1 Drug (5)

Notes:

(1)    In both Canada and the United States, the applicable federal government is responsible for regulating, among other things, the approval, import, sale and marketing of drugs, including any psychedelic substances, whether natural or novel. Health Canada and the FDA have not approved psilocybin as a drug for any indication. It is illegal to possess such substances without a prescription. The Company does not directly engage in any activities that would trigger the need to comply with any federal laws related to psychedelic substances. See “Regulatory Environment – Research and Development”.

(2)    For further information on the Canadian regulatory framework, see “Regulatory Environment – Canada”.

(3)    For further information on the United States regulatory framework, see “Regulatory Environment – United States”.

(4)    For further information on the United Kingdom regulatory framework, see “Regulatory Environment – United Kingdom”.

(5)    For further information on the Netherlands regulatory framework, see “Regulatory Environment – Europe (Netherlands)”.

Canada

In Canada, oversight of healthcare is divided between the federal and provincial governments. The federal government is responsible for regulating, among other things, the approval, import, sale, and marketing of drugs such as psilocybin and other psychedelic substances, whether natural or novel. The provincial/territorial level of government has authority over the delivery of health care services, including regulating health facilities, administering health insurance plans such as the Ontario Health Insurance Plan, distributing prescription drugs within the province, and regulating health professionals such as doctors, psychologists, psychotherapists and nurse practitioners. Regulation is generally overseen by various colleges formed for that purpose, such as the College of Physicians and Surgeons of Ontario.

Certain psychoactive compounds, such as psilocybin, are considered controlled substances under Schedule III of the CDSA. In order to conduct any scientific research, including preclinical and clinical trials, using psychoactive compounds listed as controlled substances under the CDSA, an exemption under Section 56 of the CDSA (“Section 56 Exemption”) is required.

Health Canada has not approved psilocybin as a drug for any indication. However, there are legal routes through which psilocybin may be accessed for medical or scientific purposes. The Canadian Minister of Health can grant Section 56 Exemptions if it is deemed to be necessary for a medical or scientific purpose

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or is otherwise in the public interest. The Company has not applied for a Section 56 Exemption from Health Canada.

Health Canada’s Special Access Program (“SAP”) was designed to provide Canadians to access certain restricted drugs before they are formally approved for use in Canada. In January 2022, certain amendments to the SAP came into force to permit medical practitioners treating patients with serious or life-threatening conditions to request access to restricted drugs that have not yet been approved for sale in Canada when conventional therapies have failed, are unsuitable, or unavailable in Canada. Such amendments create a means of legally accessing psilocybin through the SAP. The Company has not applied for access under the SAP.

The possession, sale or distribution of controlled substances is prohibited unless specifically permitted by the government. A party may seek government approval for a Section 56 Exemption to allow for the possession, transport or production of a controlled substance for medical or scientific purposes. Products that contain a controlled substance such as psilocybin cannot be made, transported or sold without proper authorization from the government. A party can apply for a Dealer’s Licence under the Food and Drug Regulations (Part J). In order to qualify as a licensed dealer, a party must meet all regulatory requirements mandated by the regulations including having compliant facilities, compliant materials and staff that meet the qualifications under the regulations of a senior person in charge and a qualified person in charge. Assuming compliance with all relevant laws (Controlled Drugs and Substances Act, Food and Drugs Regulations) and subject to any restrictions placed on the licence by Health Canada, an entity with a Dealer’s Licence may produce, assemble, sell, provide, transport, send, deliver, import or export a restricted drug (as listed in Part J in the Food and Drugs Regulations – which includes psilocybin and psilocin) (see s. J.01.009 (1) of the Food and Drug Regulations).

The Company intends to sponsor and work with licensed third parties to conduct any clinical trials and research and does not handle controlled substances. If the Company were to conduct this work without the reliance on third parties, it would need to obtain additional licences and approvals described above.

Please see “Description of the Business – Research and Development” for additional information concerning the regulation applicable to the process required before prescription drug product candidates may be marketed in Canada.

United States

The FDA and other federal, state, local and foreign regulatory agencies impose substantial requirements upon the clinical development, clinical testing, approval, labeling, manufacture, marketing and distribution of drug products. These agencies regulate, among other things, research and development activities and the testing, approval, manufacture, quality control, safety, effectiveness, labeling, storage, record keeping, advertising and promotion of any prescription drug product candidates or commercial products. The regulatory approval process is generally lengthy and expensive, with no guarantee of a positive result. Moreover, failure to comply with applicable FDA or other requirements may result in civil or criminal penalties, recall or seizure of products, injunctive relief including partial or total suspension of production, or withdrawal of a product from the market. The Company intends to file an IND application related to its Deuterated Psilocybin Analog Program upon completion of its preclinical studies and CMC

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development.34 Anticipated timelines related to regulatory filings are based on reasonable assumptions informed by current knowledge and information available to the Company.

Psilocybin, psilocin, DMT, and 5-Methoxy-DMT are strictly controlled under the federal CSA as Schedule I substances. Schedule I substances by definition have no currently accepted medical use in the United States, a lack of accepted safety for use under medical supervision, and a high potential for abuse. Schedule I and II drugs are subject to the strictest controls under the CSA, including manufacturing and procurement quotas, security requirements and criteria for importation. Anyone wishing to conduct research on substances listed in Schedule I under the CSA must register with the DEA and obtain DEA approval of the research proposal. A majority of state laws in the United States also classify psilocybin and psilocin as Schedule I controlled substances. For any product containing psilocybin or any Schedule I substance to be available for commercial marketing in the United States, such substance must be rescheduled, or the product itself must be scheduled, by the DEA to Schedule II, III, IV or V. Scheduling determinations by the DEA are dependent on FDA approval of a substance or a specific formulation of a substance.

Please see “Description of the Business – Research and Development” for additional information concerning the regulation applicable to the process required before prescription drug product candidates may be marketed in the United States.

Europe (Netherlands)

The International Narcotics Control Board (“INCB”), a UN entity, monitors enforcement of restrictions on controlled substances. The INCB’s authority is defined by three international UN treaties – the UN Single Convention on Narcotic Drugs of 1961, the UN Psychotropic Convention of 1971 (referred to herein as the UN71), and the UN Convention Against Illicit Traffic in Narcotic Drugs and Psychotropic Substances of 1988, which contains provisions related to the control of controlled substance precursors. EU Member States, including the Netherlands, that have agreed to abide by the provisions of these treaties, each create responsible agencies and enact laws or regulations to implement the requirements of these conventions.

Specific EU legislation establishing different classes of controlled substances is limited to EU regulations that define classes of precursors, or substances used in the illicit manufacture of controlled substances, including Regulation (EC) No. 273/2004 of the European Parliament and the Council of February 11, 2004 and the Council Regulation (EC) No. 111/2005 of December 22, 2004. While EU legislation does not establish different classes of narcotic drugs or psychotropic substances, the Council Decision 2005/387/JHA of May 10, 2005 can provoke a Council Decision requiring EU member states to put a drug under national controls equivalent to those of the INCB. DMT is currently classified as a Schedule I substance under the UN71; the EU member states that are party to the UN71, including the Netherlands, have agreed to the following in respect of Schedule I substances:

34 This statement is based on the following material assumption: drug development involves long lead times, is very expensive and involves many variables of uncertainty. Anticipated timelines regarding drug development are based on reasonable assumptions informed by current knowledge and information available to the Company. As of the date hereof, it has not yet completed the aforementioned items. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date. See “Risk Factors”.

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•prohibit all use except for scientific and very limited medical purposes by duly authorized persons, in medical or scientific establishments which are directly under the control of their Governments or specifically approved by them;

•require that manufacture, trade, distribution and possession be under a special licence or prior authorization;

•provide for close supervision of the activities and acts mentioned in paragraphs (a) and (b);

•restrict the amount supplied to a duly authorized person to the quantity required for his authorized purpose;

•require that persons performing medical or scientific functions keep records concerning the acquisition of the substances and the details of their use, such records to be preserved for at least two years after the last use recorded therein; and

•prohibit export and import except when both the exporter and importer are the competent authorities or agencies of the exporting and importing country or region, respectively, or other persons or enterprises which are specifically authorized by the competent authorities of their country or region for the purpose.

As classification of controlled substances may vary among different EU member states, sponsors must be aware of the prevailing legislation in each country where a clinical trial may be conducted. Prior to operating or conducting any preclinical or clinical studies in any other EU member state, Cybin will investigate the specific regulatory requirements of such EU member state. As referenced above, a licence is required for individuals and entities who wish to produce, dispense, import, or export Schedule I substances (including DMT), but the specific requirements vary from country to country. Currently, DMT is classified in the Netherlands as a List 1 Drug under the Dutch Opium Act (Opiumwet) (the “Dutch Opium Act”) and as such, subject to express authorization being obtained, the production, trade and possession of DMT are prohibited.

In addition to the Dutch Opium Act, two other Dutch Acts may be relevant when it comes to drugs: the Medicines Act and the Commodities Act.

The specific regulatory processes and approvals required may vary among different EU member states and are set forth in the respective legislation of each country. For The Netherlands, there are specific regulatory requirements for the approval of clinical trials that need to be met. Firstly, a CTA dossier containing the preclinical and any clinical information along with the proposed clinical trial design must be submitted to an accredited Ethics Committee and to the Central Commission on Research in Humans (the “CCMO”), which is also known as the Competent Authority in The Netherlands. In Dutch, the CCMO is called the ‘Centrale Commissie Mensgebonden Onderzoek’. In cases where the study involves a substance subject to the Dutch Opium Act (such as DMT), an official exemption by Farmatec is needed, which needs to be included in the CTA.

Specific rules for the submission, assessment and conduct of clinical trials with medicinal products are set out in, among others, the EU Clinical Trial Regulation 536/2014 (CTR), which is applicable in the EU as of January 31, 2022 and the Medical Research (Human Subjects) Act (Wet medisch-wetenschappelijk onderzoek met mensen).

On April 26, 2023, the European Commission introduced a comprehensive “pharmaceutical package” aimed at revising the EU’s pharmaceutical legislation. This package includes proposals for a new directive and regulation designed to enhance the availability, accessibility, and affordability of medicines. Additionally, it seeks to boost the competitiveness and attractiveness of the EU pharmaceutical industry while imposing higher environmental standards. The European Parliament has recently looked at these

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proposals to renovate the EU pharmaceutical legislation, and a newly elected Parliament will take up the proposal following the European elections of June 6-9, 2024.

Ireland

In Ireland, psilocin is a controlled substance under the Misuse of Drugs Act, 1977, 1984 and 2015 (the “Ireland MDA”), the Misuse of Drugs Regulations 2017 (the “Ireland MDR”) and the Criminal Justice (Psychoactive Substances) Act 2010. These are the primary legislative instruments which govern controlled substances in Ireland. This legislation regulates the use, possession, supply, licensing, and administration of listed scheduled substances and establishes the offences and penalties for anything done contrary to the legislation. Any substance, product or preparation (whether natural or otherwise) including a fungus of any kind or description, which contains psilocin or an ester of psilocin is controlled as a Schedule 1 controlled substance under the Ireland MDA and the Ireland MDR. The Ireland MDR includes “any substance, product or preparation including fungi of any kind or description, containing psilocin or an ester of psilocin (which are commonly described as ‘magic mushrooms’)” within the strict regime of control that applies to those substances in Schedule 1 of the Ireland MDR. Accordingly, psilocin will qualify as a Schedule 1 controlled substance and is subject to the strict regime of control that applies. As a Schedule 1 controlled substance under the Ireland MDA, unlawful manufacturing, production, preparation, importation, exportation, supply, or distribution of psilocin carries onerous obligations and harsh punishments for contravention; this include fines and/or terms of imprisonment of up to 14 years. Pursuant to the Ireland MDA, in certain circumstances, the Minister for Health “may grant licences or issue permits or authorizations for any of the purposes of this Act, attach conditions to any such licence, permit or authorization, vary such conditions and revoke any such licence, permit or authorization”. Where licences are granted, there are very strict conditions imposed on licence holders. For example, strict conditions can be placed regarding the security, storage and documenting controlled substances.

The Company does not currently engage in any activities in Ireland that are regulated by such laws. If the Company were to engage in such activities, it would need to obtain the appropriate licences and authorization to do so. The Company intends to constantly review its Irish operations to ensure compliance with all applicable laws as the operations evolve.

United Kingdom

In the UK, there are two main “layers” of regulation with which products containing controlled substances must comply. These are: (i) controlled drugs legislation, which applies to all products irrespective of the type of product, and (ii) the regulatory frameworks applicable to a specific category of products, in this case, pharmaceuticals and food/food supplements.

The main UK controlled drugs legislation is the Misuse of Drugs Act 1971 (the “MDA”) and the Misuse of Drugs Regulations 2001 (the “MDR”), each as amended. The MDA sets out the penalties for unlawful production, possession and supply of controlled drugs based on three classes of risk (A, B and C). The MDR sets out the permitted uses of controlled drugs based on which Schedule (1 to 5) they fall within.

In the United Kingdom, “Fungus (of any kind) which contains psilocin or an ester of psilocin” is controlled as a Class A drug under the MDA and Schedule 1 drug under the MDR. As psilocybin is a phosphate ester of psilocin, even if it is isolated from psilocin, it will still be treated as a Class A drug under the MDA and as a Schedule 1 drug under the MDR.

In the United Kingdom, Class A drugs are deemed to be the most dangerous, and so carry the harshest punishments for unlawful manufacture, production, possession and supply. Schedule 1 drugs can only be

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lawfully manufactured, produced, possessed and supplied under a controlled drugs domestic licence issued by the UK Home Office. While exemptions do exist, none are applicable to the API. DMT is also considered a Class A drug under the MDA and as a Schedule I drug under the MDR.

The Company previously mentioned that it intended to file a clinical trial application with the U.K. MHRA related to the Deuterated Psilocybin Analog Program upon completion of its pre-clinical studies and CMC development. The Company has since decided that it will first proceed in the U.S. and will reevaluate other applications at a later date. Anticipated timelines related to regulatory filings are based on reasonable assumptions informed by current knowledge and information available to the Company. Small Pharma has a controlled drug licence in respect of the offices at 50 Featherstone St, reference number 1355388, issued on July 24, 2023, expiring July 23, 2024.

Licensing Requirements

The Company obtains CYB003 API from a pharmaceutical ingredient provider who is FDA-registered and based in the United States. The API itself has been manufactured and packaged in FDA-registered facilities in the United States. The API is expected to be sent directly to the Company’s partners for research and development purposes in the United States, Canada and the UK and to its clinical trial site in the U.S. As a part of the Asset Acquisition, the Company also acquired API. The CYB004-E API was manufactured in the Netherlands by a pharmaceutical ingredient provider that is US FDA-inspected.35

Although the facilities in the UK are currently FDA-registered, this would not be sufficient to ensure the existence of valid marketing activities at this site. As mentioned above, in order to produce, possess and supply the API, the UK-based facility must also hold a domestic licence issued by the Home Office covering the manufacture, production, possession and supply of a controlled substance, as well as an export licence for each API shipment. The export application must include details of the importer and any import licence required by the local authorities in the United States. Moreover, as set out below in more detail under the heading “Pharmaceutical Products”, depending on how the API is developed, certain authorizations and licences from the MHRA may be required to authorize some of the activities carried on at the UK-based facilities in relation to the API.

All premises that are licensed, or are intending to be licensed, in connection with the possession, and/or supply and/or production of controlled drugs should consider certain security measures.36

Typically, when controlled drugs are being transported between licensees, responsibility for their security remains with the owner and does not transfer to either the courier or the customer until the drugs arrive at their destination and are signed for. However, where a third party is involved in the transit and/or storage of controlled drugs, even if they are not the legal owners, this party also carries responsibility for their security by virtue of being ‘in possession’ of them. Under the Home Office guidance, each organization

35As a result of the Asset Acquisition, including the existing API, the Company did not direct the manufacturing of the API for CYB004-E and proceeded in reliance upon the representations of Entheon and the Company’s acquisition diligence. While the Company believes the CYB004-E API meets all required specifications, the Company did not oversee or direct the manufacture of the DMT API being used in CYB004-E.

36 Home Office guidance; Security guidance for all existing or prospective Home Office Controlled Drug Licensees and/or Precursor Chemical Licensees or Registrants; 2022; https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/1125889/Security_Guidance_for_all_Businesses_and_Other_Organisations_v1.5_Nov_2022.pdf

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involved in the movement of controlled drugs should have a standard operating procedure covering their responsibilities, record keeping, reconciliation and reporting of thefts/losses.37

Small Pharma holds the appropriate UK Home Office licence required to sponsor clinical trials using Schedule I compounds.

Pharmaceutical Products

A product is regulated as a “medicinal product” under UK legislation (the Human Medicines Regulations 2012) if (i) it is a substance or combination of substances presented as having properties of preventing or treating disease in human beings (e.g., in marketing claims) or (ii) it is a substance or combination of substances that may be used by or administered to human beings with a view to (a) restoring, correcting or modifying a physiological function by exerting a pharmacological, immunological or metabolic action, or (b) making a medical diagnosis.

In respect of psilocybin/psilocin and DMT, whether a specific product restores, corrects or modifies a physiological function by exerting a pharmacological, immunological or metabolic action will depend on factors such as the concentration of the psilocybin/psilocin or DMT (as applicable) and the mode of action of any psilocybin/psilocin or DMT (as applicable) absorbed in the body.

If a product is a medicinal product, a marketing authorization for the product is required before the product can be placed on the market in the UK. The process for obtaining a marketing authorization involves submitting preclinical and clinical data as well as quality and manufacturing information in the form of a common technical document. In addition to a marketing authorization for the product itself, companies carrying out activities involving medicinal products, such as manufacturing, distribution and wholesaling, need to meet defined standards (Good Manufacturing Practices (“GMP”)) and/or Good Distribution Practice (“GDP”) and to hold a related licence from the MHRA.

How the API is subsequently processed will determine the licences that the UK-based facility must hold. In particular:

•if the API is just one ‘ingredient’ of the investigational medicinal product (the “IMP”) which is used in the clinical trial then the UK-based facility must register with the MHRA and provide the MHRA with 60 days’ notice of the intended start of manufacture/distribution of the API, and comply with GMP and GDP for active substances; and

•conversely, if the API will itself constitute the IMP, the manufacturer must, except in certain limited circumstances, hold a Manufacturer’s Authorizations for IMPs licence (“MIA(IMP)”). In this scenario, an MIA(IMP) would be required regardless of whether the IMP is for use in the UK, an EEA Member State or a third country (such as the United States or Canada).

Some products fall on the borderline between medicines and another category such as medical devices, cosmetics or food supplements. The regulatory status of the product will be determined by i) the actual effect of the product on the body; and ii) any claims made about the effect of the product. Where a product is potentially both a medicinal product and another category of product, the legal position in the UK and EU is that it will be regulated as a medicinal product.

37 Home Office guidance; Guidelines for Standard Operating Procedures (SOPs); https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/480572/StandardOpProcedure.pdf.

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Research and Development

The Company is focused on development of psychedelic medicines and other products, through research and development of novel chemical compounds and delivery mechanisms and study of such compounds in clinical environments around the world. The Company anticipates growing its pipeline of psychedelic pharmaceutical products inspired medicines through its internal research, development, proprietary discovery programs, mergers and acquisitions, joint ventures and collaborative development agreements. For the time being, the Company maintains intellectual property generated by its R&D programs through patent filings and as trade secrets. The Company anticipates that as these programs mature more patent applications will be filed and more details about these programs will be disclosed at such time.

Psychedelics are a class of drug whose primary action is to trigger psychedelic experiences by way of serotonin receptor agonism, causing thought, visual and auditory changes, and altered state of consciousness. Major psychedelic drugs include mescaline, LSD, psilocybin, and DMT. Psilocybin is a naturally occurring psychedelic prodrug compound produced by more than 200 species of mushrooms, collectively known as psilocybin mushrooms. The most potent are members of the genus Psilocybe, such as P. azurescens, P. semilanceata, and P. cyanescens, but psilocybin has also been isolated from about a dozen other genera. As a prodrug, psilocybin is quickly converted by the body to psilocin, which has mind-altering effects.

The pharmacokinetics, pharmacology and human metabolism of psilocybin are well known and well characterized. In conjunction with psychotherapy, psilocybin has been utilized broadly in phase II clinical trials.

Psilocybin found in certain species of mushrooms is a non-habit forming naturally occurring psychedelic compound. Once ingested, psilocybin is rapidly metabolized to psilocin, which then acts on serotonin receptors in the brain.

Cybin has commenced research and development on the delivery of synthetic psilocybin and other psychedelics through mechanisms such as Sublingual Film delivery, IV, and by way of inhalation.

Research and development is led by the Company’s North American Chief Scientific Officer, Alex Nivorozhkin Ph.D., a seasoned medicinal chemist, drug delivery expert and founder of multiple biotech companies.

The Company’s research and development must be conducted in strict compliance with the regulations of federal, state, local and regulatory agencies in Canada, the United States and the UK, and the equivalent regulatory agencies in the other jurisdictions in which the Company operates. These regulatory authorities regulate, among other things, the research, manufacture, promotion and distribution of drugs in specific jurisdictions under applicable laws and regulations.

Canada

The process required before a prescription drug product candidate may be marketed in Canada generally involves:

•Chemical and Biological Research - Laboratory tests are carried out on tissue cultures and with a variety of small animals to determine the effects of the drug. If the results are promising, the manufacturer will proceed to the next step of development.

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•Pre-clinical Development – Animals are given the drug in varying amounts over differing periods of time. If it can be shown that the drug causes no serious or unexpected harm at the doses required to have an effect, the manufacturer will proceed to clinical trials.

•Clinical Trials — Phase 1 - The first administration in humans is to test if people can tolerate the drug. If this testing is to take place in Canada, the manufacturer must prepare a clinical trial application for the Therapeutic Products Directorate of Health Canada (the “TPD”). This includes the results of the first two steps and a proposal for testing in humans. If the information is sufficient, the Health Products and Food Branch of Health Canada (the “HPFB”) grants permission to start testing the drug, generally first on healthy volunteers.

•Clinical Trials — Phase 2 - Phase 2 trials are carried out on people with the target condition, who are usually otherwise healthy, with no other medical condition. Trials carried out in Canada must be approved by the TPD. In phase 2, the objective of the trials is to continue to gather information on the safety of the drug and begin to determine its effectiveness.

•Clinical Trials — Phase 3 - If the results from phase 2 show promise, the manufacturer provides an updated clinical trial application to the TPD for Phase 3 trials. The objectives of phase 3 include determining whether the drug can be shown to be effective, and have an acceptable side effect profile, in people who better represent the general population. Further information will also be obtained on how the drug should be used, the optimal dosage regimen and the possible side effects.

•New Drug Submission - If the results from phase 3 continue to be favourable, the drug manufacturer can submit a new drug submission (“NDS”) to the TPD. A drug manufacturer can submit an NDS regardless of whether the clinical trials were carried out in Canada. The TPD reviews all the information gathered during the development of the drug and assesses the risks and benefits of the drug. If it is judged that, for a specific patient population and specific conditions of use, the benefits of the drug outweigh the known risks, the HPFB will approve the drug by issuing a notice of compliance.

United States

Because psilocybin, psilocin, DMT, and 5-Methoxy-DMT are listed as Schedule I substances under the CSA, for any product containing psilocybin or any Schedule I substance to be available for commercial marketing in the United States, such substance must be rescheduled, or the product itself must be scheduled, by the DEA to Schedule II, III, IV or V.

The process required before a prescription drug product candidate may be marketed in the United States generally involves:

•completion of extensive nonclinical laboratory tests, animal studies and formulation studies, all performed in accordance with the FDA’s GLP, Good Clinical and/or GMP regulations;

•submission to the FDA of an IND Application, which the FDA must approve before human clinical trials may begin;

•approval by an IRB or independent ethics committee at each clinical trial site before each trial may be initiated;

•for nearly all new pharmaceutical products, performance of adequate and well-controlled human clinical trials in accordance with the FDA’s regulations, including Good Clinical Practices, to

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establish the safety and efficacy of the prescription drug product candidate for each proposed indication;

•submission to the FDA of an NDA;

•satisfactory completion of one or more FDA pre-approval inspections of the manufacturing facility or facilities where the drug will be produced to assess compliance with cGMP requirements to assure that the facilities, methods and controls are adequate to preserve the drug’s identity, strength, quality, and purity; and

•FDA review and approval of the NDA prior to any commercial marketing, sale or shipment of the drug.

The testing and approval process requires substantial time, effort and financial resources, and the Company cannot be certain that the DEA will schedule or reschedule any Schedule I substance or product candidate to Schedule II, III, IV or V, or that approvals for its prescription drug product candidates will be granted on a timely basis, if at all.

Non-clinical tests include laboratory evaluations of product chemistry, formulation and stability, as well as studies to evaluate toxicity in animals and other animal studies. The results of non-clinical tests, together with manufacturing information and analytical data, are submitted as part of an IND to the FDA. Some non-clinical testing may continue even after an IND is submitted. The IND also includes one or more protocols for the initial clinical trial or trials and an investigator’s brochure. An IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day time period, raises concerns or questions relating to the proposed clinical trials as outlined in the IND and places the clinical trial on a clinical hold. In such cases, the IND sponsor and the FDA must resolve any outstanding concerns or questions before any clinical trials can begin. Clinical trial holds also may be imposed at any time before or during studies due to safety concerns or non-compliance with regulatory requirements.

An IRB board, at each of the clinical centers proposing to conduct the clinical trial must review and approve the plan for any clinical trial before it commences at that center. An IRB board considers, among other things, whether the risks to individuals participating in the trials are minimized and are reasonable in relation to anticipated benefits. The IRB board also approves the consent form signed by the trial participants and must monitor the study until completed. The FDA, the independent IRB, or the sponsor may suspend or discontinue a clinical trial at any time on various grounds, including a finding that the subjects are being exposed to an unacceptable health risk. There also are requirements governing the reporting of ongoing clinical trials and completed clinical trials to public registries.

The FDA offers a number of regulatory mechanisms that provide expedited or accelerated approval procedures for selected drugs and indications which are designed to address unmet medical needs in the treatment of serious or life-threatening diseases or conditions. These include programs such as BTDs, Fast Track designations, Priority Review and Accelerated Approval, which the Company may need to rely upon in order to receive timely approval or to be competitive.

The Company may plan to seek orphan drug designation for certain indications qualified for such designation. The U.S., E.U. and other jurisdictions may grant orphan drug designation to drugs intended to treat a “rare disease or condition,” which, in the U.S., is generally a disease or condition that affects fewer than 200,000 individuals in the United States, or 200,000 or more individuals in the United States and for which there is no reasonable expectation that the cost of developing and making a drug available in the United States for this type of disease or condition will be recovered from sales of the product. In the E.U., orphan drug designation can be granted if: the disease is life threatening or chronically debilitating and affects no more than 50 in 100,000 persons in the E.U.; without incentive it is unlikely that the drug

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would generate sufficient return to justify the necessary investment; and no satisfactory method of treatment for the condition exists or, if it does, the new drug will provide a significant benefit to those affected by the condition. Orphan drug designation must be requested before submitting an NDA. If a product that has an orphan drug designation subsequently receives the first regulatory approval for the indication for which it has such designation, the product is entitled to orphan exclusivity, meaning that the applicable regulatory authority may not approve any other applications to market the same drug for the same indication, except in very limited circumstances, for a period of seven years in the U.S. and 10 years in the E.U. Orphan drug designation does not prevent competitors from developing or marketing different drugs for the same indication or the same drug for different indications. After orphan drug designation is granted, the identity of the therapeutic agent and its potential orphan use are publicly disclosed. Orphan drug designation does not convey an advantage in, or shorten the duration of, the development, review and approval process. However, this designation provides an exemption from marketing and authorization fees.

Drugs manufactured or distributed pursuant to FDA approvals are subject to continuing regulation by the FDA, including, among other things, requirements relating to recordkeeping, periodic reporting, product sampling and distribution, reporting of adverse experiences with the product, and complying with promotion and advertising requirements. The FDA may impose a number of post-approval requirements as a condition of approval of an NDA. For example, the FDA may require post-market testing, including phase IV clinical trials, and surveillance to further assess and monitor the product’s safety and effectiveness after commercialization. In addition, drug manufacturers and their subcontractors involved in the manufacture and distribution of approved drugs are required to register their establishments with the FDA and certain state agencies and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with ongoing regulatory requirements, including current Good Manufacturing Practices, which impose certain procedural and documentation requirements. Failure to comply with statutory and regulatory requirements may subject a manufacturer to legal or regulatory action, such as warning letters, suspension of manufacturing, product seizures, injunctions, civil penalties or criminal prosecution. There is also a continuing, annual prescription drug product program user fee.

The FDA may withdraw approval if compliance with regulatory requirements and standards is not maintained or if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with manufacturing processes, or failure to comply with regulatory requirements, may result in revisions to the approved labeling to add new safety information, requirements for post-market studies or clinical trials to assess new safety risks, or imposition of distribution or other restrictions under a risk evaluation and mitigation strategy.

In the United States, pharmaceutical manufacturers are subject to complex laws and regulations pertaining to healthcare “fraud and abuse,” including, but not limited to, the Anti-Kickback Statute, the federal False Claims Act (the “FCA”), and other state and federal laws and regulations. The Anti-Kickback Statute makes it illegal for any person, including a prescription drug manufacturer (or a party acting on its behalf) to knowingly and willfully solicit, receive, offer, or pay any remuneration that is intended to induce the referral of business, including the purchase, order, or prescription of a particular drug, for which payment may be made under a federal healthcare program, such as Medicare or Medicaid.

The FCA prohibits, among other things, any person or entity from knowingly presenting, or causing to be presented, a false or fraudulent claim for payment to or approval by the federal government or knowingly making, using, or causing to be made or used a false record or statement material to a false or fraudulent claim to the federal government. A claim includes “any request or demand” for money or property

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presented to the U.S. government. Violations of the FCA can result in very significant monetary penalties and treble damages. The federal government is using the FCA, and the accompanying threat of significant liability, in its investigation and prosecution of pharmaceutical companies throughout the country, for example, in connection with the promotion of products for unapproved uses and other sales and marketing practices. The government has obtained multi-million and multi-billion dollar settlements under the FCA in addition to individual criminal convictions under applicable criminal statutes. In addition, the federal civil monetary penalties statute imposes penalties against any person or entity that, among other things, is determined to have presented or caused to be presented a claim to a federal health program that the person knows or should know is for an item or service that was not provided as claimed or is false or fraudulent. Given the significant size of actual and potential settlements, it is expected that the government will continue to devote substantial resources to investigating healthcare providers’ and manufacturers’ compliance with applicable fraud and abuse laws.

There are also an increasing number of state laws that require manufacturers to make reports to states on pricing and marketing information. In addition, a similar federal requirement Section 6002 of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, or the Affordable Care Act, commonly referred to as the “Physician Payments Sunshine Act” requires applicable manufacturers to track and report to the federal government certain payments and “transfers of value” made to physicians and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members, made in the previous calendar year. There are a number of states that have various types of additional reporting requirements.

Controlled Substances

The CSA and its implementing regulations establish a “closed system” of regulations for controlled substances. The CSA imposes registration, security, recordkeeping and reporting, storage, manufacturing, distribution, importation and other requirements under the oversight of the DEA. The DEA is responsible for regulating controlled substances, and requires those individuals or entities that manufacture, import, export, distribute, research, or dispense controlled substances to comply with the regulatory requirements in order to prevent the diversion of controlled substances to illicit channels of commerce.

The DEA categorizes controlled substances into one of five schedules — Schedule I, II, III, IV or V — with varying qualifications for listing in each schedule. Schedule I substances by definition have a high potential for abuse, have no currently accepted medical use in treatment in the United States and lack accepted safety for use under medical supervision. For any product containing a Schedule I substance, such as psilocybin to be available for commercial marketing in the United States, such substance must be rescheduled, or the product itself must be scheduled, by the DEA to Schedule II, III, IV or V. Scheduling determinations by the DEA are dependent on FDA approval of a substance or a specific formulation of a substance.

Facilities that research, manufacture, distribute, import or export any controlled substance must register annually with the DEA. The DEA registration is specific to the particular location, activity(ies) and controlled substance schedule(s). For example, separate registrations are needed for import and manufacturing, and each registration will specify which schedules of controlled substances are authorized.

The DEA may inspect all research and manufacturing facilities to review security, recordkeeping, reporting and handling prior to issuing a controlled substance registration and periodically to ensure continued compliance. The specific security requirements vary by the type of business activity and the schedule and quantity of controlled substances handled. The most stringent requirements apply to

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researchers and manufacturers of Schedule I and Schedule II substances. Required security measures commonly include background checks on employees and physical control of controlled substances through storage in approved vaults, safes and cages, and through use of alarm systems and surveillance cameras. Once registered, manufacturing facilities must maintain records documenting the manufacture, receipt and distribution of all controlled substances. Manufacturers must submit periodic reports to the DEA of the distribution of Schedule I and II controlled substances, Schedule III narcotic substances, and other designated substances. Registrants must also report any controlled substance thefts or significant losses, and must obtain authorization to destroy or dispose of controlled substances. Imports of Schedule I and II controlled substances for commercial purposes are generally restricted to substances not already available from a domestic supplier or where there is not adequate competition among domestic suppliers. In addition to an importer or exporter registration, importers and exporters must obtain a permit for every import or export of a Schedule I and II substance or Schedule III, IV and V narcotic, and submit import or export declarations for Schedule III, IV and V non-narcotics.

For drugs manufactured in the United States, the DEA establishes annually an aggregate quota for the amount of substances within Schedules I and II that may be manufactured or produced in the United States based on the DEA’s estimate of the quantity needed to meet legitimate medical, scientific, research and industrial needs. The quotas apply equally to the manufacturing of the active pharmaceutical ingredient and production of dosage forms. The DEA may adjust aggregate production quotas a few times per year, and individual manufacturing or procurement quotas from time to time during the year, although the DEA has substantial discretion in whether or not to make such adjustments for individual companies.

Individual U.S. states also establish and maintain separate controlled substance laws and regulations, including licensing, recordkeeping, security, distribution, and dispensing requirements. A majority of state laws in the United States classify psilocybin and psilocin as Schedule I controlled substances. State authorities, including boards of pharmacy, regulate use of controlled substances in each state, including state specific controlled substance registration requirements. Failure to obtain applicable registrations or maintain compliance with applicable requirements, particularly as manifested in the loss or diversion of controlled substances, can result in enforcement action that could have a material adverse effect on the Company’s business, operations and financial condition. The DEA and/or state regulatory agencies may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to revoke those registrations. In certain circumstances, violations could lead to criminal prosecution.

Europe (Netherlands)

Regulation (EU) No 536/2014 on Clinical Trials on Medicinal Products for Human Use ( the “CTR”) is applicable as of January 31, 2022, harmonizing the laws, regulations and administrative provisions of the EU Member States relating to the implementation of Good Clinical Practice in the conduct of clinical trials on medicinal products for human use. EU Member States have transformed the requirements outlined in the Clinical Trials Directive into the respective national laws. Pursuant to the CTR, as of January 31, 2023 sponsors are obliged to use the Clinical Trials Information System (CTSI) for regularity submission, authorization and supervision of clinical trials in the EU and the EEA. CTIS will thus serve as the single-entry point for submissions by sponsors and for regulatory assessment. In addition to this obligation, sponsors must transfer any ongoing (approved) trials under the CTR to CTIS by January 2025.

Further, EMA adopted on October 5, 2023, the “Revised CTIS Transparency Rules” on publishing information about clinical trials submitted through CTIS. To increase transparency, EMA removed the deferral mechanism which allowed sponsors to delay certain data and document publication for up to seven years after the end of their trial. Annex I of the revised rules outlines the timing of information

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publication for each category of clinical trial and patient population. Final implementation of these new rules is expected on June 18, 2024, the same day of the launch of the new CTIS portal. In order to smoothen the process of transitioning clinical trials from the Clinical Trial Directive to the CTR, a non-binding guide named “Guidance for the Transition of clinical trials from the Clinical Trials Directive to the Clinical Trials Regulation” (version 4) dated May 2024 is published .

CTIS and the practical aspects thereof are also discussed and explained (among other relevant topics relating to clinical trials) in a quick guide on the rules and procedures of the EU Clinical Trials Regulation called “Clinical Trials Regulation (EU) 536/2014 in practice”, which is published by the Clinical Trials Coordination and Advisory Group (“CTAG”) on December 8, 2023. The objective of the rules is to provide sponsors and investigators a quick guide on the rules and procedures of the CTR with a view to facilitating implementation. In addition to the quick guide, CTAG also published a non-binding Questions & Answers (Version 6.7) that should be read in conjunction with the quick guide and with the “Clinical Trials Information System (CTIS): online training modules” in order to gain a better understanding of the legislative changes that are effected by the CTR.

The IMPD is one of several regulatory documents required for conducting a clinical trial of a pharmacologically API intended for one or more EU Member States. The IMPD includes summaries of information related to the quality, manufacture and control of any Investigational Medicinal Product (including reference product and placebo) (“IMP”), and data from non-clinical and clinical studies. Guidance concerning IMPDs is based on the CTR and on the approximation of laws, regulations and administrative provisions of the Member States relating to the implementation of good clinical practice in the conduct of clinical trials on medicinal products for human use (also commonly referred to as the “Clinical Trials Directive”).

The content of the IMPD may be adapted to the existing level of knowledge and the product’s phase of development. When applying for a clinical trial authorization, a full IMPD is required when little or no information about an API has been previously submitted to competent authorities, when it is not possible to cross-refer to data submitted by another sponsor and/or when there is no authorization for sale in the EU. However, a simplified IMPD may be submitted if information has been assessed previously as part of a Marketing Authorization or a clinical trial to that competent authority. Although the format is not obligatory, the components of an IMPD are largely equivalent to clinical trial applications in Canada and the United States. The IMPD need not be a large document as the amount of information to be contained in the dossier is dependent on various factors such as product type, indication, development phase etc.

The assessment of an IMPD is focused on patient safety and any risks associated with the IMP. Whenever any potential new risks are identified the IMPD must be amended to reflect the changes. Certain amendments are considered substantial in which case the competent authority must be informed of the substantial amendment. This may be the case for changes in IMP impurities, microbial contamination, viral safety, transmissible spongiform encephalopathies (e.g. mad cow disease) and in some particular cases to stability when toxic degradation products may be generated.

With the completion of the Asset Acquisition, the Company has an ongoing phase I study to obtain preliminary evidence of the safety and efficacy of infused DMT. Prior to the Asset Acquisition, an investigator’s brochure (including prior safety, preclinical and clinical data), and an IMPD document that includes CMC information and a clinical study protocol and supporting information had been prepared. Approval by the Dutch ethics committee of the Phase 1 Study, planned to be conducted by CHDR will be based on the vast amount of published human and animal studies of DMT. Prior to the Asset Acquisition, preclinical data was not provided as part of the application package; however, limited additional in vivo

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and in vitro data to support the rationale for human dosing and safety had been included. CHDR and its partner GMP-licensed pharmacy that will be involved in the Phase 1 Study, the Leiden University Medical Center, have all the required approvals to possess and handle DMT for the Phase 1 Study.

Failure of the Company to receive the necessary regulatory approvals required to conduct the Phase 1 Study would have an adverse impact on its business plans and financial condition for a number of reasons including, without limitation: (i) it would cause delays in the Company’s research and development plans; (ii) it may require the Company to expend additional financial and human resources on revising its application package or creating a new one; or (iii) it may require the Company to approach an entirely different regulatory authority in a new jurisdiction, in which case the Company would have to expend a substantial amount of capital and other resources on engaging the appropriate research and development partners and creating an application package that complies with the regulations of that new jurisdiction. Additionally, the Company would be required to spend capital on transferring the DMT materials to the new jurisdiction. All of the foregoing would likely have a negative impact on the Company’s business and financial condition.

Pharmaceutical products

In accordance with the Dutch Medicines Act (Geneesmiddelenwet), “medicinal products” are defined as: a substance or a combination of substances that is intended to be administered or used for, or is presented in any way as being suitable for, use: (i) the cure or prevention of any disease, defect, wound or pain in human beings, (ii) the making of a medical diagnosis in human beings, or (iii) restoring, improving or otherwise modifying physiological functions in humans by exerting a pharmacological, immunological or metabolic effect.

If a product constitutes a medicinal product, a marketing authorization for the product is required before the product may be placed on the market in the Netherlands. In the EU, marketing authorizations may be obtained through the Centralized procedure, the Decentralized procedure and/or the national procedure. The Centralized procedure is compulsory for medicines intended to treat i.e. cancer, AIDS, neurodegenerative diseases and diabetes and optional (only) for medicines comprising of new active substances not previously approved for the EEA. When applying for a marketing authorization through the Centralized procedure, applications are submitted with the European Medicines Agency (the “EMA”). Where the Centralized procedure is not available but a medicinal product is intended for several EU/EEA Member States, an application for a marketing authorization may be submitted with the competent authority of a single EU/EEA Member State in accordance with the Decentralized procedure. When the assessment of the application results in a decision to grant the marketing authorization, this decision will be mutually recognized by the competent authorities of the other Member States for which the marketing authorization is applied. Finally, should a medicinal product be intended for the Netherlands only, then the national procedure may be followed as well by submitting an application with the Dutch Medicines Evaluation Board. It may be remarked that the national procedure is unavailable in case the Centralized procedure is compulsory or in case an applicant has already submitted an application for and/or obtained a marketing authorization in another Member State. In that case, applications must follow the mutual recognition procedure instead.

Companies that manufacture or trade in medicinal products and/or active pharmaceutical ingredients in the Netherlands require a manufacturing authorization or a wholesale distribution authorization. A manufacturing authorization is required for the preparation, trading in, import and export of medicinal products and/or active substances. Here, ‘preparation’ means the total or partial manufacture of medicinal products and/or active substances or the packaging or labelling thereof. ‘Importing’ means the import of

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medicinal products or active substances from a country outside the EEA into the Dutch territory, while ‘exporting’ means the export of medicinal products or active substances from the Dutch territory to a country outside the EEA. A wholesale distribution authorization is required for one or more activities within the wholesale business, such as procuring, holding, supplying, delivering or exporting medicinal products or active substances which are prepared or imported by a third party. It may be noted that holders of wholesale distribution authorization, other than holders of marketing authorizations, are not authorized to import medicinal products from countries outside the EEA.

Only a natural or legal person established in the Netherlands may obtain either a Dutch marketing authorization or a wholesale distribution authorization. These authorizations concern national permits, meaning that these authorizations are not automatically valid in other EU Member States. Furthermore, in the Netherlands applicants of marketing authorizations and wholesale distributions authorizations must be registered with Farmatec and comply with GDP norms.

Market Authorization Regulatory Process

Under the Centralized procedure, pharmaceutical companies submit a single marketing authorization application to the EMA, which provides the basis of a legally binding recommendation that will be provided by the EMA to the European Commission, the authorizing body for all centrally authorized products. This allows the marketing-authorization holder to market the medicine and make it available to patients and healthcare professionals throughout the EU on the basis of a single marketing authorization. EMA’s Committee for Medicinal products for Human Use or Committee for Medicinal Products for Veterinary Use carry out a scientific assessment of the application and give a recommendation on whether the medicine should be marketed or not, under any particular dosing regime. Although, under EU law, the EMA has no authority to permit marketing in the different EU countries, the European Commission is the authorizing body for all centrally authorized products, who takes a legally binding decision based on EMA’s recommendation. Once granted by the European Commission, the centralized marketing authorization is valid in all EU Member States as well as in the European Economic Area countries Iceland, Liechtenstein and Norway. European Commission decisions are published in the Community Register of medicinal products for human use. Once a medicine has been authorized for use in the EU, the EMA and the EU Member States constantly monitor its safety and take action if new information indicates that the medicine is no longer as safe and effective as previously thought. The safety monitoring of medicines involves a number of routine activities ranging from: assessing the way risks associated with a medicine will be managed and monitored once it is authorized; continuously monitoring suspected side effects reported by patients and healthcare professionals, identified in new clinical studies or reported in scientific publications; regularly assessing reports submitted by the Company holding the marketing authorization on the benefit-risk balance of a medicine in real life; and assessing the design and results of post-authorization safety studies which were required at the time of authorization. The EMA can also carry out a review of a medicine or a class of medicines upon request of a Member State or the European Commission. These are called EU referral procedures; they are usually triggered by concerns in relation to a medicine’s safety, the effectiveness of risk minimization measures or the benefit-risk balance of the medicine. The EMA has a dedicated committee responsible for assessing and monitoring the safety of medicines, the Pharmacovigilance Risk Assessment Committee. This ensures that EMA and the EU Member States can move very quickly once an issue is detected and take any necessary action, such as amending the information available to patients and healthcare professionals, restricting use or suspending a medicine, in a timely manner in order to protect patients.

Besides the Centralized procedure, pharmaceutical companies may also submit marketing authorization applications through the Decentralized procedure with the competent authority of a Member State. As the

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Centralized procedure is compulsory for medicines intended to treat specified diseases i.e. cancer, AIDS, neurodegenerative diseases and diabetes and only optional for medicines comprising of new active substances not previously approved for the EU/EEA, in all other circumstances the Decentralized procedure should be used instead if a marketing authorization is to be obtained for several EU/EEA Member States. When following the Decentralized procedure, the applicant requests one country to be the Reference Member State (“RMS”) in the procedure. After having shared draft assessment reports to which both the applicant and the competent authorities of other Member States may respond, the to be granted marketing authorization will eventually go through the Mutual recognition procedure. In the Mutual recognition procedure other Member States generally adopt the RMS’s assessment, unless there are important objections on the grounds of a potentially serious risk to public health. In such situations, further discussions will also be held in the Co-ordination group for Mutual recognition and Decentralised procedures (“CMDh”). When all Member States involved decide on a positive opinion on products in the CMDh, Dutch translations of the summary of product characteristics, package leaflet, labelling texts and mock-ups are submitted and a national marketing authorization is issued.

Patent Cooperation Treaty

The PCT facilitates filing for patent recognition in multiple jurisdictions simultaneously using a single uniform patent application. 157 countries, including Canada and the United States have ratified the PCT.

Ultimately, patents are still granted in each country individually. As such, the PCT procedure consists of two phases: filing of an international application, and national evaluation under the patent laws in force in each country where a patent is sought.

Within 12 months of filing a provisional patent application at the United States Patent and Trademark Office, the Company may elect to file a regular utility patent application in the United States in tandem with filing a PCT application with the World Intellectual Property Office, in each case claiming priority to the provisional patent application. Within 30 months of the provisional filing date, deadlines begin for a PCT application to enter the national phase in desired jurisdictions globally, such as Canada (30 months) and Europe (31 months), in each case claiming priority to the provisional patent application.

While the Company is focused on programs using psychedelic-inspired compounds, the Company does not have any direct or indirect involvement with the illegal selling, production or distribution of any substances in the jurisdictions in which it operates. The Company is exploring drug development within approved laboratory clinical trial settings conducted within approved regulatory frameworks. Though highly speculative, should any prescription drug product be developed by the Company (which, if it does occur, would not be for several years), such drug product will not be commercialized prior to receipt of applicable regulatory approval, which will only be granted if clinical evidence of safety and efficacy for the intended use(s) is successfully developed. The Company may also employ non-prescription drugs, where appropriate.

Compliance with Applicable Laws

The Company oversees and monitors compliance with applicable laws in each jurisdiction in which it operates. In addition to the Company’s senior executives and the employees responsible for overseeing compliance, the Company has local counsel engaged in every jurisdiction in which it operates and has received legal opinions or advice in each of these jurisdictions regarding (a) compliance with applicable regulatory frameworks, and (b) potential exposure to, and implications arising from, applicable laws in jurisdictions in which the Company has operations or intends to operate.

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The Company works with third parties who require regulatory licensing to handle scheduled drugs. The Company continuously updates its compliance and channel programs to maintain regulatory standards set for drug development. The Company also works with clinical research organizations who maintain batch records and data storage for the Company’s clinical programs.

Additionally, the Company has established a Medical & Clinical Advisory Team, a Research, Clinical and Regulatory Team and a Government Relations and Communications Team with cross-functional expertise in business, neuroscience, pharmaceuticals, mental health and psychedelics to advise management.

In conjunction with the Company’s human resources and operations departments, the Company oversees and implements training on the Company’s protocols. The Company will continue to work closely with external counsel and other compliance experts, and is evaluating the engagement of one or more independent third party providers to further develop, enhance and improve its compliance and risk management and mitigation processes and procedures in furtherance of continued compliance with the laws of the jurisdictions in which the Company operates.

The programs currently in place include monitoring by executives of the Company to ensure that operations conform to and comply with required laws, regulations and operating procedures. The Company is currently in compliance with the laws and regulations in all jurisdictions and the related licensing framework applicable to its business activities.

The Company and, to its knowledge, each of its third-party researchers, suppliers and manufacturers have not received any non-compliance, citations or notices of violation which may have an impact on the Company’s licences, business activities or operations.

The Company conducts due diligence on third-party researchers, medical professionals, clinics, cultivators, processors and others as applicable, with whom it engages. Such due diligence includes but is not limited to the review of necessary licenses and the regulatory framework enacted in the jurisdiction of operation. Further, the Company generally obtains, under its contractual arrangements, representations and warranties from such third parties pertaining to compliance with applicable licensing requirements and the regulatory framework enacted in the jurisdiction of operation.

Business Objectives of the Company

Key elements of the Company’s growth strategy include: (i) progressing its psychedelic division through the development and commercialization of key psychedelic molecules (including tryptamines and phenethylamines) and delivery mechanisms; (ii) working to develop the synthetic production of deuterated psychedelic active pharmaceutical ingredients; (iii) obtaining regulatory approval for an approved psilocybin product targeting MDD; (iv) establishing strategic partnerships to advance its scientific research and to develop patented or trade secret intellectual property for the Company’s new psychedelic chemical compounds and processes related to psychedelics; and (v) sponsoring clinical studies to determine the safety and efficacy of delivery mechanisms, chemically synthesised psychedelic compounds and screening protocols.

Production and Raw Materials

The Company has established contractual sources of synthetic GMP and non-GMP raw materials to support its development operations through licensed third-party suppliers located in Canada, the United States, the United Kingdom and Europe. Such raw materials are expected to be, in general, readily

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available and in adequate supply to meet the Company’s need for development quantities, or custom manufactured on the Company’s behalf. The prices of research quantities of psilocybin and novel psychedelic compounds are generally higher than commercial supply prices at significantly larger scale and the Company, therefore, expects its supply prices to reduce over time. Development and production of the Company’s proprietary novel compounds is performed under confidential contractual agreements.

Foreign Operations

The Company’s management is located in Canada, Ireland, United Kingdomand the United States led by others in local jurisdictions. The Company psilocybin raw materials are expected to be sourced from a supplier in the United States and are expected to be manufactured and packaged in FDA registered facilities in the United Kingdom. Such raw materials are expected to be sent directly to the Company’s partners for research and development purposes pursuant to its corresponding agreements, subject to receipt of all necessary approvals.

The Company conducts its international operations to conform to local variations, economic realities, market customs, consumer habits and regulatory environments. The Company will modify its products (including labeling of such products) and its distribution and marketing programs in response to local and foreign legal requirements and customer preferences.

The Company’s international operations are subject to many of the same risks that its domestic operations face. These include competition and the strength of the relevant economy. In addition, international operations are subject to certain risks inherent in conducting business abroad, including foreign regulatory restrictions, fluctuations in monetary exchange rates, import-export controls and the economic and political policies of foreign governments. Government regulations in foreign countries may prevent or delay the introduction, or require the reformulation, of certain of its products. Compliance with such foreign governmental regulations is generally the responsibility of the Company’s distributors in those countries. These distributors are independent contractors whom the Company does not control. The importance of these risks increases as the Company’s international operations grow and expand. See “Risk Factors”.

Market for Products

Market Segment, Market Acceptance and Geographic Areas

The Company is focused on developing novel compounds and improving the bioavailability and pharmacokinetic profiles of existing compounds to target psychiatric and neurological conditions. The Company is focused on progressing its novel psychedelic compounds, delivery mechanisms and supportive treatment platforms.

Marketing Plan and Strategies

The Company’s marketing strategy will be initially driven through a digital marketing strategy composed of digital advertising and influencer marketing. The Company expects to also retain a sales force to complement its digital strategy by targeting wholesale and retail distribution.

Specialized Skills and Knowledge

The Company’s directors and officers possess a wide range of professional skills and experience relevant to pursuing and executing on the Company’s business strategy. Drawing on significant experience in

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various industries and sectors, the Company believes its management has a demonstrated track record of bringing together all of the key components for a successful psychedelic medicine company, such as strong technical skills, expertise in planning and financial controls, ability to execute on business development opportunities, and capital markets expertise. The operational skills of the Company’s management include valuable knowledge and ability to analyze demographics and consumer purchasing habits, and tailor product brands and consumer retail experiences based on relevant demographic data.

By leveraging the strengths and experiences of its management team (i.e., individuals who possess a wealth of combined knowledge and experience necessary for the research and development, sales, marketing, and distribution of psychedelic pharmaceutical products) the Company intends to, over time, establish itself as a leader in the psychedelic pharmaceutical industry. The Company will continue to build out its team with specialists on an “as-needed” basis.

The Company’s current directors, officers and key executives have significant collective experience with psychedelic molecules, medicinal chemistry, pre-clinical and clinical operations, clinical psychology, quality and regulatory affairs, in addition to a track record of growing pharmaceutical companies including aspects of commercial operations, securities and capital markets. Collectively, the Company believes that it has adequate access to the current and future skill sets required to grow and sustain its business.

Cyclical or Seasonality of Business

The Company’s business is not expected to be cyclical or seasonal.

Employees

At the current stage of development, the Company is focused on maintaining a lean corporate structure, utilizing a highly experienced core team of senior executives and managers, while leveraging a cost-effective ecosystem of independent contractors, consultants and advisors, on an “as needed” basis. The Company employs less than 50 current full-time staff.

Intellectual Property

Cybin has title to fourteen granted US patents and fifty three granted national (non-US) patents, including claims directed to compositions of matter and methods of use in support of its research and development and preclinical and clinical trial programs. Granted European patents are counted as a single granted patent (as opposed to multiple patents in each European territory in which the patent is in force).

	Patent Number	Jurisdiction of Filing		Description
1	11,242,318		United States	Deuterated Tryptamine Derivatives And Methods Of Use
2	11,724,985		United States	Deuterated Tryptamine Derivatives And Methods Of Use
3	11,746,088		United States	Deuterated Tryptamine Derivatives And Methods Of Use
4	11,834,410		United States	Deuterated Tryptamine Derivatives And Methods Of Use
5	11,958,807		United States	Deuterated Tryptamine Derivatives And Methods of Use
6	2018311307		Australia	Crystalline Forms of Hydroxynorketamine
7	2020378647		Australia	Method of Synthesis
8	2020381103		Australia	Compounds
9	2021334933		Australia	Injectable Formulation

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10	2021204158	Australia	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
11	1120220000000	Brazil	Injectable Formulation
12	3104072	Canada	Drug Substance Compositions Comprising N,N-Dimethyltryptamine
13	3160337	Canada	Method of Synthesis
14	3179161	Canada	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
15	3160334	Canada	Compounds
16	3179335	Canada	Injectable Formulation
17	ZL202080087091.0	China	Compounds
18	ZL202080087092.5	China	Method of Synthesis
19	ZL202180044031.5	China	Injectable Formulation
20	ZL202180046463.X	China	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
21	046951	Eurasian Patent Office	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
22	3463323	European Patent Office	Solid Oral Dosage Forms of 2R,6R-Hydroxynorketamine or Derivatives Thereof
23	3687515	European Patent Office	Solid Oral Dosage Forms of Ketamine Derivatives
24	3532457	European Patent Office	Crystalline Forms of Hydroxynorketamine
25	3826632	European Patent Office	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
26	3844147	European Patent Office	Compounds
27	3873883	European Patent Office	Method of Synthesis
28	3902541	European Patent Office	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
29	4031529	European Patent Office	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
30	40010285	Hong Kong	Crystalline Forms of Hydroxynorketamine
31	40042383	Hong Kong	Therapeutic Compositions
32	40035970	Hong Kong	Solid Oral Dosage Forms of Ketamine Derivatives
33	40056359	Hong Kong	Compounds
34	40060666	Hong Kong	Method of Synthesis
35	40065709	Hong Kong	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
36	40064531	Hong Kong	Therapeutic Solid Dosage Forms
37	40045846	Hong Kong	Therapeutic Compositions
38	40060891	Hong Kong	Therapeutic Compositions
39	40078818	Hong Kong	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
40	507114	India	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
41	528813	India	Injectable Formulation
42	292753	Israel	Compounds
43	7288154	Japan	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
44	2023 500532	Japan	Method of Synthesis
45	2022 546635	Japan	Compounds

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46	2023 533436	Japan	Injectable Formulations
47	404310	Mexico	Compounds
48	411316	Mexico	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
49	412331	Mexico	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
50	788543	New Zealand	Dimethyltryptamine derivatives and their use in psychedelic-assisted psychotherapy
51	794833	New Zealand	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
52	2589605	Republic of Korea	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
53	2636385	Republic of Korea	Injectable Formulation
54	2023/01086	South Africa	Injectable Formulation
55	2585978	United Kingdom	Therapeutic Compositions
56	2586940	United Kingdom	Therapeutic Compositions
57	2592822	United Kingdom	Therapeutic Compositions
58	2595776	United Kingdom	Therapeutic Solid Dosage Forms
59	11,377,416	United States	Crystalline Forms of Hydroxynorketamine
60	11,771,681	United States	Therapeutic Compositions
61	11,773,062	United States	Deuterated Compounds
62	11,643,390	United States	Synthesis of N,N-Dimethyltryptamine-Type Compounds, Methods, and Uses
63	11,471,417	United States	Deuterated N,N-Dimethyltryptamine Compounds
64	11,406,619	United States	Injectable Formulations
65	11,697,638	United States	5-Methoxy-N,N-Dimethyltryptamine Crystalline Forms
66	11,660,289	United States	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
67	11,578,039	United States	Compounds

In addition, Cybin has title to thirteen provisional patent applications, twenty five US non-provisional patent applications, one hundred and fifty five national (non-US) patent applications, and fourteen Patent Cooperation Treaty (“PCT”) applications, including claims directed to compositions of matter and methods of use in support of its research and development and preclinical and clinical trial programs.

	Patent Application Number	Jurisdiction of Filing	Status	Description
1	18/056,958	United States	Pending	Deuterated Tryptamine Derivatives and Methods of Use
2	17/999,310	United States	Pending	Deuterated Tryptamine Derivatives and Methods of Use
3	PCT/EP2023/050702	Ireland	Pending	Tryptamine Compositions and Methods
4	PCT/EP2023/053744	Ireland	Pending	Therapeutic Phenethylamine Compositions and Methods of Use
5	PCT/EP2023/053752	Ireland	Pending	Phenethylamine Derivatives, Compositions, and Methods of Use
6	18/041,731	United States	Pending	Therapeutic Phenethylamine Compositions and Methods of Use
7	18/041,728	United States	Pending	Phenethylamine Derivatives, Compositions, and Methods of Use
8	18/027,810	United States	Pending	Methods For Delivery of Psychedelic Medications By Inhalation and Systems For Performing the Methods
9	PCT/EP2023/057939	Ireland	Pending	Methods For Delivery of Psychedelic Medications By Inhalation and Systems For Performing the Methods

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10	PCT/EP2023/058107	Ireland	Pending	Combination Drug Therapies
11	63/507,059	United States	Pending	Companion Animal Treatments
12	63/507,062	United States	Pending	Injectable Pharmaceutical Formulations
13	PCT/EP2023/066900	Ireland	Pending	Formulations of Psilocybin
14	63/510,089	United States	Pending	Processes for Preparing Phenethylamine Compounds
15	63/512,466	United States	Pending	Methods of Treating Disorders with a Psilocybin Analog
16	18/353,492	United States	Pending	Deuterated Tryptamine Derivatives and Methods of Use
17	63/519,992	United States	Pending	Methods of Treating Disorders with a Psilocybin Analog
18	18/547,100	United States	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
19	PCT/EP2023/073122	Ireland	Pending	Tryptamine Compounds, Compositions, and Methods of Use
20	PCT/EP2023/080027	Ireland	Pending	Phenethylamine Compounds, Compositions, and Methods of Use
21	63/599,483	United States	Pending	Injectable Pharmaceutical Formulations
22	18/561,152	United States	Pending	Formulations of Psilocybin
23	63/600,179	United States	Pending	Companion Animal Treatments
24	63/602,888	United States	Pending	Methods of Treating Disorders with a Psilocybin Analog
25	63/603,262	United States	Pending	Methods of Treating Disorders with a Psilocybin Analog
26	63/603,886	United States	Pending	Methods of Treating Disorders with a Psilocybin Analog
27	18/576,487	United States	Pending	Integrated Data Collection Devices for Use in Various Therapeutic and Wellness Applications
28	63/553,321	United States	Pending	Methods of Treating Disorders with a Psilocybin Analog
29	18/588,132	United States	Pending	Methods of Treating Disorders with a Psilocybin Analog
30	PCT/EP2024/054897	Ireland	Pending	Methods of Treating Disorders with a Psilocybin Analog
31	18/688,125	United States	Pending	Combination Drug Therapies
32	18/600,018	United States	Pending	Deuterated Tryptamine Derivatives and Methods of Use
33	PCT/EP2024/062406	Ireland	Pending	Injectable Pharmaceutical Formulations
34	18/707,825	United States	Pending	Formulations Of Psilocybin Analogs and Methods of Use
35	18/720,922	United States	Pending	Tryptamine Compositions and Methods
36	793553	New Zealand	Pending	Deuterated Tryptamine Derivatives and Methods of Use
37	297492	Israel	Pending	Deuterated Tryptamine Derivatives and Methods of Use
38	312785	Israel	Pending	Deuterated Tryptamine Derivatives and Methods of Use
39	3177454	Canada	Pending	Deuterated Tryptamine Derivatives and Methods of Use
40	NC2022/0016662	Colombia	Pending	Deuterated Tryptamine Derivatives and Methods of Use
41	MX/a/2022/014605	Mexico	Pending	Deuterated Tryptamine Derivatives and Methods of Use
42	202203191	Chile	Pending	Deuterated Tryptamine Derivatives and Methods of Use
43	10-2022-7040243	Republic of Korea	Pending	Deuterated Tryptamine Derivatives and Methods of Use
44	10-2024-7019118	Republic of Korea	Pending	Deuterated Tryptamine Derivatives and Methods of Use
45	EP21808464.8	European Patent Office	Pending	Deuterated Tryptamine Derivatives and Methods of Use
46	24175524.8	European Patent Office	Pending	Deuterated Tryptamine Derivatives and Methods of Use
47	202180036163.3	China	Pending	Deuterated Tryptamine Derivatives and Methods of Use
48	1120220235658	Brazil	Pending	Deuterated Tryptamine Derivatives and Methods of Use
49	2021276656	Australia	Pending	Deuterated Tryptamine Derivatives and Methods of Use
50	2024203974	Australia	Pending	Deuterated Tryptamine Derivatives and Methods of Use

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51	11202254530T	Singapore	Pending	Deuterated Tryptamine Derivatives and Methods of Use
52	202213256	South Africa	Pending	Deuterated Tryptamine Derivatives and Methods of Use
53	2201007493	Thailand	Pending	Deuterated Tryptamine Derivatives and Methods of Use
54	1-2022-553135	Philippines	Pending	Deuterated Tryptamine Derivatives and Methods of Use
55	202227065770	India	Pending	Deuterated Tryptamine Derivatives and Methods of Use
56	2022-571175	Japan	Pending	Deuterated Tryptamine Derivatives and Methods of Use
57	2024-080101	Japan	Pending	Deuterated Tryptamine Derivatives and Methods of Use
58	62023078320.6	Hong Kong	Pending	Deuterated Tryptamine Derivatives and Methods of Use
59	3186357	Canada	Pending	Therapeutic Phenethylamine Compositions and Methods of Use
60	10-2023-7003815	Korea	Pending	Therapeutic Phenethylamine Compositions and Methods of Use
61	2021327136	Australia	Pending	Therapeutic Phenethylamine Compositions and Methods of Use
62	2023-512063	Japan	Pending	Therapeutic Phenethylamine Compositions and Methods of Use
63	21766581.9	European Patent Office	Pending	Therapeutic Phenethylamine Compositions and Methods of Use
64	62023079716.4	Hong Kong	Pending	Therapeutic Phenethylamine Compositions and Methods of Use
65	3186359	Canada	Pending	Phenethylamine Derivatives, Compositions, and Methods of Use
66	10-2023-7006128	Korea	Pending	Phenethylamine Derivatives, Compositions, and Methods of Use
67	2021328671	Australia	Pending	Phenethylamine Derivatives, Compositions, and Methods of Use
68	2023-512107	Japan	Pending	Phenethylamine Derivatives, Compositions, and Methods of Use
69	21763068.0	European Patent Office	Pending	Phenethylamine Derivatives, Compositions, and Methods of Use
70	62023079718.0	Hong Kong	Pending	Phenethylamine Derivatives, Compositions, and Methods of Use
71	21786852.0	European Patent Office	Pending	Methods For Delivery of Psychedelic Medications By Inhalation and Systems For Performing the Methods
72	10-2023-7007858	Korea	Pending	Methods For Delivery of Psychedelic Medications By Inhalation and Systems For Performing the Methods
73	2021354006	Australia	Pending	Methods For Delivery of Psychedelic Medications By Inhalation and Systems For Performing the Methods
74	2023-519831	Japan	Pending	Methods For Delivery of Psychedelic Medications By Inhalation and Systems For Performing the Methods
75	3194558	Canada	Pending	Methods For Delivery of Psychedelic Medications By Inhalation and Systems For Performing the Methods
76	62023079720.6	Hong Kong	Pending	Methods For Delivery of Psychedelic Medications By Inhalation and Systems For Performing the Methods
77	802136	New Zealand	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
78	305457	Israel	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
79	3212563	Canada	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
80	NC2023/0013714	Columbia	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use

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81	MX/a/2023/010843	Mexico	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
82	202302731	Chile	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
83	10-2023-7032581	Korea	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
84	22716857.2	European Patent Office	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
85	202280022029.2	China	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
86	1120230188946	Brazil	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
87	2022239825	Australia	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
88	11202305618U	Singapore	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
89	202309486	South Africa	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
90	2301005753	Thailand	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
91	1-2023-552572	Philippines	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
92	202327063524	India	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
93	2023-556906	Japan	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
94	62024086011.9	Hong Kong	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
95	2022277515	Australia	Pending	Formulations of Psilocybin
96	3216799	Canada	Pending	Formulations of Psilocybin
97	22729558.1	European Patent Office	Pending	Formulations of Psilocybin
98	202327074210	India	Pending	Formulations of Psilocybin
99	2023-571283	Japan	Pending	Formulations of Psilocybin
100	10-2023-7041239	Korea	Pending	Formulations of Psilocybin
101	62024089505.7	Hong Kong	Pending	Formulations of Psilocybin
102	2022342266	Australia	Pending	Combination Drug Therapies
103	3231021	Canada	Pending	Combination Drug Therapies
104	22716971.1	European Patent Office	Pending	Combination Drug Therapies
105	2024-515026	Japan	Pending	Combination Drug Therapies
106	10-2024-7008355	Korea	Pending	Combination Drug Therapies
107	2022381220	Australia	Pending	Formulations Of Psilocybin Analogs and Methods of Use
108	1120240088332	Brazil	Pending	Formulations Of Psilocybin Analogs and Methods of Use
109	3236624	Canada	Pending	Formulations Of Psilocybin Analogs and Methods of Use

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110	202280073355.6	China	Pending	Formulations Of Psilocybin Analogs and Methods of Use
111	22783493.4	European Patent Office	Pending	Formulations Of Psilocybin Analogs and Methods of Use
112	202417038272	India	Pending	Formulations Of Psilocybin Analogs and Methods of Use
113	2024-526529	Japan	Pending	Formulations Of Psilocybin Analogs and Methods of Use
114	10-2024-7017594	Korea	Pending	Formulations Of Psilocybin Analogs and Methods of Use
115	810005	New Zealand	Pending	Formulations Of Psilocybin Analogs and Methods of Use
116	1120242311	Saudi Arabia	Pending	Formulations Of Psilocybin Analogs and Methods of Use
117	202411034735	India	Pending	Processes For Preparing Phenethylamine Compounds
118	PI2024003160	Malaysia	Pending	Tryptamine Compositions and Methods
119	811765	New Zealand	Pending	Tryptamine Compositions and Methods
120	1120220089198	Brazil	Pending	Compounds
121	202291378	Eurasian Patent Organization	Pending	Compounds
122	202217028822	India	Pending	Compounds, Compositions Comprising Same, and Uses Thereof in the Treatment of Psychiatric or Neurological Disorders
123	2023-202672	Japan	Pending	Compounds
124	10-2023-7033500	Republic of Korea	Pending	Compounds
125	18/152,465	United States of America	Pending	Compounds
126	110143066	Taiwan	Pending	Deuterated Compounds
127	2021391581	Australia	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
128	3203020	Canada	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
129	202180090269.1	China	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
130	23198784.3	European Patent Office	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
131	40078818	Hong Kong	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
132	202317043169	India	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
133	303288	Israel	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
134	2023-533243	Japan	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
135	800961	New Zealand	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
136	18/163,388	United States of America	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds

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137	21 816489.5	European Patent Office	Pending	Inhalable Formulations
138	18/252,949	United States of America	Pending	Inhalable Formulations
139	18/056,771	United States of America	Pending	Injectable and Inhalable Formulations
140	PCT/EP2022/082486	WIPO	Pending	Injectable and Inhalable Formulations
141	2022393234	Australia	Pending	Injectable and Inhalable Formulations
142	11 2024 009571 1	Brazil	Pending	Injectable and Inhalable Formulations
143	3238583	Canada	Pending	Injectable and Inhalable Formulations
144	22 818741.5	European Patent Office	Pending	Injectable and Inhalable Formulations
145	202417045861	India	Pending	Injectable and Inhalable Formulations
146	312859	Israel	Pending	Injectable and Inhalable Formulations
147	To be provided	Japan	Pending	Injectable and Inhalable Formulations
148	10-2024-7020007	Korea	Pending	Injectable and Inhalable Formulations
149	MX/a/2024/005955	Mexico	Pending	Injectable and Inhalable Formulations
150	811102	New Zealand	Pending	Injectable and Inhalable Formulations
151	11202403174T	Singapore	Pending	Injectable and Inhalable Formulations
152	2024/03906	South Africa	Pending	Injectable and Inhalable Formulations
153	PI 2024002791	Malaysia	Pending	Injectable and Inhalable Formulations
154	1120242659	Saudi Arabia	Pending	Injectable and Inhalable Formulations
155	202401452	Chile	Pending	Injectable and Inhalable Formulations
156	2401003192	Thailand	Pending	Injectable and Inhalable Formulations
157	12024551165	Philippines	Pending	Injectable and Inhalable Formulations
158	18/711,130	United States of America	Pending	Injectable and Inhalable Formulations
159	NC2024/0007518	Colombia	Pending	Injectable and Inhalable Formulations
160	To be provided	China	Pending	Injectable and Inhalable Formulations
161	202390295	Eurasian Patent Organization	Pending	Injectable Formulation
162	21769080.9	European Patent Office	Pending	Injectable Formulation
163	62023077767.9	Hong Kong	Pending	Injectable Formulation

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164	298129	Israel	Pending	Injectable Formulation
165	PI 2023000584	Malaysia	Pending	Injectable Formulation
166	MX/a/2022/014128	Mexico	Pending	Injectable Formulation
167	793361	New Zealand	Pending	Injectable Formulation
168	11202300697X	Singapore	Pending	Injectable Formulation
169	17/806,526	United States of America	Pending	Injectable Formulations
170	63/513,140	United States of America	Pending	Method of Administration
171	63/585,000	United States of America	Pending	Method of Administration
172	18/619,547	United States of America	Pending	Method of Administration
173	PCT/EP2024/058587	WIPO	Pending	Method of Administration
174	PCT/EP2023/078480	WIPO	Pending	Method of Administration of a Parenteral Formulation Comprising a Psychedelic Agent
175	PCT/EP2024/051569	WIPO	Pending	Treatment of Psychiatric or Neurological Disorders by Parenteral Administration of a Single, Effective Parenteral Dose of A Short-Acting Psychedelic Agent
176	22214748	European Patent Office	Pending	Method of Synthesis
177	202217028688	India	Pending	Method of Synthesis
178	292754	Israel	Pending	Method of Synthesis
179	21203394.8	European Patent Office	Pending	Solid Oral Dosage Forms of 2R,6R-Hydroxynorketamine or Derivatives Thereof
180	18/193,866	United States of America	Pending	Synthesis of N,N-Dimethyltryptamine-Type Compounds, Methods, and Uses
181	18/602,171	United States of America	Pending	Synthesis of N,N-Dimethyltryptamine-Type Compounds, Methods, and Uses
182	110119792	Taiwan	Pending	Therapeutic Compositions
183	1120220245661	Brazil	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
184	202180046463.X	China	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
185	202293451	Eurasian Patent Organization	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
186	42023070531.1	Hong Kong	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
187	202217076779	India	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds

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188	298541	Israel	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
189	2020286709	Australia	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
190	1120210243330	Brazil	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
191	3142290	Canada	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
192	202080050439.9	China	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
193	22173907.1	European Patent Office	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
194	288617	Israel	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
195	2021-571882	Japan	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
196	783166	New Zealand	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
197	10-2021-7043410	Republic of Korea	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
198	17/616,345	United States of America	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
199	2021284861	Australia	Pending	Therapeutic Solid Dosage Form
200	21725377.2	European Patent Office	Pending	Therapeutic Solid Dosage Form
201	202217076899	India	Pending	Therapeutic Solid Dosage Form
202	298542	Israel	Pending	Therapeutic Solid Dosage Form
203	2022-574098	Japan	Pending	Therapeutic Solid Dosage Form
204	794813	New Zealand	Pending	Therapeutic Solid Dosage Form
205	3118556	Canada	Pending	Therapeutic Solid Dosage Forms
206	202180046533.1	China	Pending	Therapeutic Solid Dosage Forms
207	17/320,155	United States of America	Pending	Therapeutic Solid Dosage Forms

Cybin’s patent applications cover a wide range of novel psychedelic compounds from different classes, including those with targeted structural modifications for improved pharmacokinetic characteristics and

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safety profiles without altering their receptor binding. The patent applications also cover novel synthetic routes, pharmaceutical formulations, methods of use, and methods of administration.

Additionally, the Company has entered into multiple licensing agreements that provide the Company with additional access to IP, including the acquisition of an exclusive license to a targeted class of tryptamine-based molecules from Mindset. The licensing agreements collectively provide the Company with access to a broad range of preclinical molecule combinations for its library of psychedelic derivative drug development candidates.

The Company has also filed applications for registration of twenty-six trademarks, including Changing Minds®, Cybin®, Embark®It’s not magic. It’s mushrooms™, It’s not magic, its science™, Journey™, Mushroom & Friends™, Psilotonin™, Psychedelics to Therapeutics®, MindClef™, CYB™, and Revolutionizing Mental Healthcare™. The Company has registered the CYBIN trademark in the EU (reg. 18495520), the UK (reg. UK00003656496), and the US (reg. 6,852,975) the mark PSYCHEDELICS TO THERAPEUTICS in the UK (reg. UK00003717706), the mark CHANGING MINDS in Canada (TMA1195700), and the mark EMBARK in Canada (TMA1196747).

As a result of the Arrangement, the Company has registered trademarks with the United Kingdom Intellectual Property Office (registration no. UK00003244617), and the European Union Intellectual Property Office (registration no. 018396486), and has filed an application for registration with the USPTO (application no. 90523956) and the Canadian Intellectual Property Office (application no 2084387).

The Company’s mission to discover, develop and deploy psychedelic inspired medicines encompasses the research and development of potential new and improved psychedelic inspired medicines ranging from proprietary psychedelic compounds for use as API, specific formulations thereof, and specific uses for compounds and formulations. As the Company generates new data it will continue to file or acquire additional patent applications throughout the Company’s development program.

Environmental Protections

The Company is committed to minimizing any environmental impact of its operations and operating its business in a way that will foster sustainable use of the world’s natural resources. At this time, the Company’s business does not materially impact environmental conditions. However, prior to commencing any operations that the Company expects to impact environmental conditions, the Company will establish internal policies to comply with all applicable environmental protection laws and regulations.

The Company does not expect that there will be any financial or operational effects as a result of environmental protection requirements on its capital expenditures, profit or loss, or its competitive positions in the current fiscal year or in future years.

Competitive Conditions

The Company’s proposed development of psychoactive compounds for use in medical research will compete with other entities that are developing or supplying psychoactive compounds for use in medical research, including clinical trials.

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The industry within which the Company intends to operate will become intensely competitive in all its phases, and the Company will face intense competition from other companies, some of which can be expected to have more financial resources and retail, formulation, research, processing, and marketing experience than the Company. Although the Company has access to capital, a management team with specialized skills and knowledge, and an IP portfolio that positions it well among its competitors, there can be no assurance that potential competitors of the Company, which may have greater financial, formulation, research, production, sales and marketing experience, and personnel and resources than the Company, are not currently developing, or will not in the future develop, products and strategies that are equally or more effective and/or economical as any products or strategies developed by the Company or which would otherwise render the Company’s business, products and strategies, as applicable, ineffective, or obsolete. Increased competition by larger and better financed competitors could materially and adversely affect the business, financial condition and results of operations of the Company. See “Risk Factors”.

Negative Operating Cash Flow

Since inception, the Company has had negative operating cash flow and incurred losses. The Company’s negative operating cash flow and losses may continue for the foreseeable future. The Company cannot predict when it will reach positive operating cash flow, if ever. Due to the expected continuation of negative operating cash flow, the Company will be reliant on future financings in order to meet its cash needs. There is no assurance that such future financings will be available on acceptable terms or at all. See “Risk Factors”.

RISK FACTORS

There are various risk factors that could cause the Company’s future results to differ materially from those described in this AIF. The risks and uncertainties described below are those the Company currently believes to be material, but they are not the only ones it faces. If any of the following risks, or any other risks and uncertainties that the Company has not yet identified or that it currently considers not to be material, actually occur or become material risks, the Company’s business, financial condition, results of operations and cash flows, and consequently the price of the Common Shares, could be materially and adversely affected. The risks discussed below also include forward-looking statements and the Company’s actual results may differ substantially from those discussed in these forward-looking statements. See “Note Regarding Forward-Looking Statements” in this AIF.

RISKS RELATED TO THE COMPANY’S BUSINESS AND INDUSTRY

Limited Operating History

The Common Shares commenced trading on the Exchange on November 10, 2020 on a post-Transaction basis and therefore the Company has a limited operating history as a public company. To operate effectively, the Company will be required to continue to implement changes in certain aspects of its business, improve information systems and develop, manage and train management-level and other employees to comply with ongoing public company requirements. Failure to take such actions, or delay in implementation thereof, could adversely affect the business, financial condition, liquidity and results of operations of the Company and, more specifically, could result in regulatory penalties, market criticism or the imposition of cease trade orders in respect of the Common Shares.

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The Company will be subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its operating goals. In order for the Company to meet future operating and debt service requirements, it will need to be successful in its growth, marketing and sales efforts. Additionally, where the Company experiences increased production and future sales, its current operational infrastructure may require changes to scale its business efficiently and effectively to keep pace with demand and achieve long-term profitability. If the Company’s products and services are not accepted by new customers, the Company’s operating results may be materially and adversely affected.

Achieving Publicly Announced Milestones

From time to time, the Company may announce the timing of certain events it expects to occur, such as the anticipated timing of results from clinical trials. These statements are forward-looking and are based on the best estimates of management at the time relating to the occurrence of such events. However, the actual timing of such events may differ from what has been publicly disclosed. The timing of events such as initiation or completion of a clinical trial, filing of an application to obtain regulatory approval, or announcement of additional clinical trials for a prescription drug product candidate may ultimately vary from what is publicly disclosed. See “Commercial Scale Product Manufacturing”, “Safety and Efficacy of Products”, “Clinical Testing and Commercializing Product Candidates”, “Completion of Clinical Trials”, and “Nature of Regulatory Approvals” as discussed under this heading “Risk Factors” for further disclosure of risks and events that may affect the timing of certain events the Company may announce.

The Company undertakes no obligation to update or revise any forward-looking information or statements, whether as a result of new information, future events or otherwise, except as otherwise required by-law. Any variation in the timing of previously announced milestones could have a material adverse effect on the Company’s business plan, financial condition or operating results and the trading price of the Common Shares.

Speculative Nature of Investment Risk

An investment in the securities of the Company carries a high degree of risk and should be considered as a speculative investment. The Company has no history of earnings, limited cash reserves, limited operating history, has not paid dividends, and is unlikely to pay dividends in the immediate or near future.

Early Stage of the Industry and Product Development

Given the early stage of its prescription drug product development, the Company can make no assurance that its research and development programs will result in regulatory approval or commercially viable products. To achieve profitable operations, the Company, alone or with others, must successfully develop, gain regulatory approval for, and market its future products. The Company currently has no products that have been approved by Health Canada, the FDA, the MHRA, the EMA, the Pharmaceutical Drugs Directorate (formerly the Therapeutic Drugs Directorate) (the “PDD”) or any similar regulatory authority. To obtain regulatory approvals for its prescription drug product candidates being developed and to achieve commercial success, clinical trials must demonstrate that the prescription drug product candidates are safe for human use and that they demonstrate efficacy.

Many prescription drug product candidates never reach the stage of clinical testing and even those that do have only a small chance of successfully completing clinical development and gaining regulatory approval. Prescription drug product candidates can fail for a number of reasons, including, but not limited to, being unsafe for human use or due to the failure to provide therapeutic benefits equal to or better than

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the current standard of treatment at the time of testing. Unsatisfactory results obtained from a particular study relating to a research and development program may cause the Company or its collaborators to abandon commitments to that program. Positive results of early preclinical research may not be indicative of the results that will be obtained in later stages of preclinical or clinical research. Similarly, positive results from early-stage clinical trials may not be indicative of favourable outcomes in later-stage clinical trials, and the Company can make no assurance that any future studies, if undertaken, will yield favourable results.

The early stage of the Company’s product development makes it particularly uncertain whether any of its product development efforts will prove to be successful and meet applicable regulatory requirements, and whether any of its prescription drug product candidates will receive the requisite regulatory approvals, be capable of being manufactured at a reasonable cost or be successfully marketed. If the Company is successful in developing its current and future prescription drug product candidates into approved products, it will still experience many potential obstacles, which would affect its ability to successfully market and commercialize such approved products, such as the need to develop or obtain manufacturing, marketing and distribution capabilities, price pressures from third-party payors, or proposed changes in health care systems. If the Company is unable to successfully market and commercialize any of its products, its financial condition and results of operations may be materially and adversely affected.

The Company can make no assurance that any future studies, if undertaken, will yield favorable results. Many companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in later-stage clinical trials after achieving positive results in early-stage development, and the Company cannot be certain that it will not face similar setbacks. These setbacks have been caused by, among other things, preclinical findings made while clinical trials were underway or safety or efficacy observations made in clinical trials, including previously unreported adverse events or latent defects in the manufactured drug product or the formulation or stability thereof. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that believed their prescription drug product candidates performed satisfactorily in preclinical studies and clinical trials nonetheless failed to obtain Health Canada, FDA or EMA approval. If the Company fails to produce positive results in future clinical trials and other programs, the development timeline and regulatory approval and commercialization prospects for the Company’s leading prescription drug product candidates, and, correspondingly, its business and financial prospects, would be materially adversely affected.

Preclinical testing and clinical trials for the Company’s products may not achieve the desired results. The results of preclinical testing and clinical trials are uncertain. Product approvals are subject to a number of contingencies and may not be obtained in the time expected or at all. The Company’s products may not attract a following among patients, retailers and/or providers. The Company expects to face an inherent risk of exposure to product liability claims, regulatory action and litigation if the products it plans to distribute are alleged to have caused loss or injury. There can be no assurance that the Company will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities.

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The Company’s business relies on its ability to access, develop, and sell psilocybin, DMT-based compounds and other psychedelic compounds. Psilocybin, DMT-based compounds and other psychedelic compounds are controlled substances in many jurisdictions, including in Canada under Schedule III of the Controlled Drugs and Substances Act and in the United States. The Company may face difficulty accessing the public capital markets in Canada as a result of the response of regulators, stock exchanges, and other market participants to the Company’s development and sale of a controlled substance. The Company may also have limited access to traditional banking services, as well as limited access to debt financing from traditional institutional lenders. The medical efficacy of psilocybin, DMT-based compounds and other psychedelic compounds has not been confirmed and requires further study and scientific rigour.

Regulatory Risks and Uncertainties

In Canada, certain psychedelic drugs, including psilocybin, are classified as Schedule III drugs under the CDSA and as such, medical and recreational use is illegal under Canadian federal laws. In the United States, certain psychedelic drugs, including psilocybin, psilocin, DMT, and 5-Methoxy-DMT, are classified as Schedule I drugs under the CSA and the Controlled Substances Import and Export Act and as such, medical and recreational use is illegal under the U.S. federal laws. Anyone wishing to conduct research on substances listed in Schedule I under the CSA must register with the DEA and obtain DEA approval of the research proposal. The EU member states currently classify DMT as a Schedule I substance under the UN 71 and, as such, a licence is required to produce, dispense, import or export any Schedule I substances, but the specific requirements vary from country to country. Currently in the Netherlands, DMT is classified as a List 1 Drug under the Dutch Opium Act and, as such, subject to express authorization being obtained, the production, trade and possession of DMT are prohibited. In the United Kingdom, “Fungus (of any kind) which contains psilocin or an ester of psilocin” is controlled as a Class A drug under the MDA and Schedule 1 drug under the MDR. As psilocybin is a phosphate ester of psilocin, even if it is isolated from psilocin, it will still be treated as a Class A drug under the MDA and as a Schedule 1 drug under the MDR. Schedule 1 drugs can only be lawfully manufactured, produced, possessed and supplied under a controlled drugs domestic licence issued by the UK Home Office.

There is no guarantee that psychedelic drugs or psychedelic inspired drugs will ever be approved as medicines in any jurisdiction in which the Company operates. All activities involving such substances by or on behalf of the Company are conducted in accordance with applicable federal, provincial, state and local laws. Further, all facilities engaged with such substances by or on behalf of the Company do so under current licences and permits issued by appropriate federal, provincial and local governmental agencies. While the Company is focused on programs using psychedelic inspired compounds, the Company does not have any direct or indirect involvement with the illegal selling, production or distribution of any substances in the jurisdictions in which it operates and does not intend to have any such involvement. However, the laws and regulations generally applicable to the industry in which the Company is involved in may change in ways currently unforeseen. Any amendment to or replacement of existing laws or regulations, including the classification or re-classification of the substances the Company is developing or working with, which are matters beyond the Company’s control, may cause the Company’s business, financial condition, results of operations and prospects to be adversely affected or may cause the Company to incur significant costs in complying with such changes or it may be unable to comply therewith. A violation of any applicable laws and regulations of the jurisdictions in which the Company operates could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings initiated by either government entities in the jurisdictions in which the Company operates, or private citizens or criminal charges.

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The loss of the necessary licences and permits for any of the above scheduled drugs could have an adverse effect on the Company’s operations.

The psychedelic drug industry is a fairly new industry and the Company cannot predict the impact of the ever-evolving compliance regime in respect of this industry. Similarly, the Company cannot predict the time required to secure all appropriate regulatory approvals for future products, or the extent of testing and documentation that may, from time to time, be required by governmental authorities. The impact of compliance regimes, any delays in obtaining, or failure to obtain regulatory approvals may significantly delay or impact the development of markets, its business and products, and sales initiatives and could have a material adverse effect on the business, financial condition and operating results of the Company.

The success of the Company’s business is dependent on the reform of controlled substances laws pertaining to psilocybin. If controlled substances laws are not favourably reformed in Canada, the United States, the Netherlands, the UK, and other global jurisdictions, the commercial opportunity that the Company is pursuing may be highly limited.

The Company makes no medical, treatment or health benefit claims about the Company’s proposed products. The FDA, Health Canada, the EMA or other similar regulatory authorities have not evaluated claims regarding psilocybin, DMT, psilocybin analogues, or other psychedelic compounds. The efficacy of such products have not been confirmed by approved research. There is no assurance that the use of psilocybin, DMT, psilocybin analogues, or other psychedelic compounds can diagnose, treat, cure or prevent any disease or condition. Vigorous scientific research and clinical trials are needed. The Company has not conducted clinical trials for the use of its proposed products. Any references to quality, consistency, efficacy and safety of potential products do not imply that the Company verified such in clinical trials or that the Company will complete such trials. If the Company cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse effect on the Company’s performance and operations.

Risks of Operating in European Countries

The Company is subject to additional risks related to operating in countries in Europe including: (i) differing regulatory requirements in Europe; (ii) unexpected changes in price and exchange controls and other regulatory requirements; (iii) increased difficulties in managing the logistics and transportation of collecting and shipping patient material; (iv) import and export requirements and restrictions; (v) compliance with tax, employment, immigration and labour laws for employees living or traveling abroad; (vi) foreign taxes, including withholding of payroll taxes; (vii) foreign currency fluctuations, which could result in increased operating expenses, and other obligations incident to doing business in another country; (viii) difficulties staffing and managing foreign operations; (ix) potential liability under the Corruption of Foreign Public Officials Act of Canada or comparable foreign regulations; (x) challenges enforcing its contractual and intellectual property rights, especially in those European countries that do not respect and protect intellectual property rights to the same extent as Canada or the United States; (xi) production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and (xii) business interruptions resulting from geo-political actions, including war and terrorism.

These and other risks associated with the Company’s international operations may materially adversely affect its ability to attain or maintain profitable operations.

“Foreign Private Issuer” Status Under the U.S. Securities Laws

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The Company is a “foreign private issuer”, under applicable U.S. federal securities laws, and is, therefore, not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Exchange Act, the Company is subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. As a result, the Company does not file the same reports that a U.S. domestic issuer would file with the SEC, although the Company is required to file with or furnish to the SEC the continuous disclosure documents that it is required to file in Canada under Canadian securities laws. In addition, the Company’s officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act. Therefore, the Company’s shareholders may not know on as timely a basis when the Company’s officers, directors and principal shareholders purchase or sell Common Shares, as the reporting periods under the corresponding Canadian insider reporting requirements are longer.

As a foreign private issuer, the Company is exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements. The Company is also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. While the Company complies with the corresponding requirements relating to proxy statements and disclosure of material non-public information under Canadian securities laws, these requirements differ from those under the Exchange Act and Regulation FD and shareholders should not expect to receive the same information at the same time as such information is provided by U.S. domestic companies. In addition, the Company may not be required under the Exchange Act to file annual and quarterly reports with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act.

Plans for Growth

The Company intends to continue to advance its research and development programs and operations over the next 12 to 24 months. This advancement will place a significant strain on the Company’s management systems and resources. The Company may not be able to implement its business strategy in a rapidly evolving market. In particular, the Company may be required to manage multiple relationships with various strategic industry participants and other third parties, which relationships could be strained. Similarly, an increase in the number of third-party relationships the Company has, may lead to management of the Company being unable to manage growth effectively. The occurrence of such events may result in the Company being unable to successfully identify, manage and exploit existing and potential market opportunities.

Limited Products

The Company will be heavily reliant on the production and distribution of psychedelics and related products. If they do not achieve sufficient market acceptance, it will be difficult for the Company to achieve profitability.

The Company’s revenue will be derived almost exclusively from sales of psychedelic pharmaceutical products, and the Company expects that its psychedelic pharmaceutical products will account for substantially all of its revenue for the foreseeable future. If the psychedelic pharmaceutical market declines or psychedelics fail to achieve substantially greater market acceptance than it currently enjoys, the Company will not be able to grow its revenues sufficiently for it to achieve consistent profitability.

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Even if products to be distributed by the Company conform to international safety and quality standards, sales could be adversely affected if consumers in target markets lose confidence in the safety, efficacy, and quality of psychedelic pharmaceutical products. Adverse publicity about psychedelic pharmaceutical products that the Company sells may discourage consumers from buying products distributed by the Company.

Limited Marketing and Sales Capabilities

The Company will, for the immediate future, have limited marketing and sales capabilities, and there can be no assurance that it will be able to develop or acquire these capabilities at the level needed to produce and deliver for sale, through industry partners, its products in sufficient commercial quantities. Further, there can be no assurance that the Company, either on its own or through arrangements with other industry participants, will be able to develop or acquire such capabilities on a cost-effective basis, or at all. Finally, there can be no assurance that the Company’s industry partners will be able to market or sell the Company’s products in compliance with requisite regulatory protocols or on a cost-effective basis. The Company’s dependence upon third parties for the production, and marketing or sale, as applicable, of the Company’s products could have a material adverse effect on the Company’s business, financial condition and results of operations.

No Assurance of Commercial Success

The successful commercialization of the Company’s products will depend on many factors, including, the Company’s ability to establish and maintain working partnerships with industry participants in order to market its products, the Company’s ability to supply a sufficient amount of its products to meet market demand, and the number of competitors within each jurisdiction within which the Company may from time to time be engaged. There can be no assurance that the Company or its industry partners will be successful in their respective efforts to develop and implement, or assist the Company in developing and implementing, a commercialization strategy for the Company’s products.

No Profits or Significant Revenues

The Company has no history upon which to evaluate its performance and future prospects. The Company’s proposed operations are subject to all the business risks associated with new enterprises. These include likely fluctuations in operating results as the Company makes significant investments in research, development and product opportunities, and reacts to developments in its market, including purchasing patterns of customers, and the entry of competitors into the market. The Company will only be able to pay dividends on any shares once its directors determine that it is financially able to do so. The Company cannot make any assurance that it will be profitable in the next three years or generate sufficient revenues to pay dividends to the holders of the Common Shares.

Reliance on Third Parties for Clinical Development Activities

The Company relies and will continue to rely on third parties to conduct a significant portion of its preclinical and clinical development activities. For example, clinical development activities include trial design, regulatory submissions, clinical patient recruitment, clinical trial monitoring, clinical data management and analysis, safety monitoring and project management. If there is any dispute or disruption in its relationship with third parties, or if it is unable to provide quality services in a timely manner and at a feasible cost, the Company’s active development programs will face delays. Further, if any of these third parties fails to perform as the Company expects or if their work fails to meet regulatory requirements, the Company’s testing could be delayed, cancelled or rendered ineffective.

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Risks Related to Third Party Relationships

The Company intends to enter into strategic alliances with third parties that the Company believes will complement or augment its proposed business or will have a beneficial impact on the Company. Strategic alliances could present unforeseen integration obstacles or costs, may not enhance the Company’s business, and may involve risks that could adversely affect the Company, including significant amounts of management time that may be diverted from operations in order to pursue and complete such transactions or maintain such strategic alliances. Future strategic alliances could result in the incurrence of additional debt, costs and contingent liabilities, and there can be no assurance that future strategic alliances will achieve, or that the Company’s existing strategic alliances will continue to achieve, the expected benefits to the Company’s business or that the Company will be able to consummate future strategic alliances on satisfactory terms, or at all. Any of the foregoing could have a material adverse effect on the Company’s business, financial condition and results of operations.

In addition to the foregoing, the success of the Company’s business will depend, in large part, on the Company’s ability to enter into, and maintain collaborative arrangements with various participants in the psychedelic pharmaceutical industry. There can be no assurance that the Company will be able to enter into collaborative arrangements in the future on acceptable terms, if at all. There can be no assurance that such arrangements will be successful, that the parties with which the Company has or may establish arrangements will adequately or successfully perform their obligations under such arrangements, that potential partners will not compete with the Company by seeking or prioritizing alternate, competitor products. The termination or cancellation of any such collaborative arrangement or the failure of the Company and/or the other parties to these arrangements to fulfill their obligations could have a material adverse effect on the Company’s business, financial condition and results of operations. In addition, disagreements between the Company and any of its industry partners could lead to delays or time consuming and expensive legal proceedings, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

Reliance on Contract Manufacturers

The Company has limited manufacturing experience and relies on contract manufacturing organizations (“CMOs”) to manufacture its prescription drug product candidates for preclinical studies and clinical trials. The Company relies on CMOs for manufacturing, filling, packaging, storing and shipping of drug product in compliance with cGMP regulations applicable to its products. All applicable jurisdictions, including Health Canada, the FDA, the MHRA the EMA, and the PDD, ensure the quality of food, drug products and dietary supplements by carefully monitoring drug manufacturers’ compliance with cGMP regulations. The cGMP regulations for drugs contain minimum requirements for the methods, facilities and controls used in manufacturing, processing and packing of a drug product. There can be no assurances that CMOs will be able to meet the Company’s timetable and requirements. The Company has not contracted with alternate suppliers for drug substance production in the event that the current provider is unable to scale up production, or if it otherwise experiences any other significant problems. If the Company is unable to arrange for alternative third-party manufacturing sources on commercially reasonable terms or in a timely manner, the Company may be delayed in the development of its prescription drug product candidates. Further, CMOs must operate in compliance with cGMP and ensure that their appropriate permits and licences remain in good standing and failure to do so could result in, among other things, the disruption of product supplies. The Company’s dependence upon third parties for the manufacture of its products may adversely affect its profit margins and its ability to develop and deliver products on a timely and competitive basis.

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Safety and Efficacy of Products

Before obtaining marketing approval from regulatory authorities for the sale of the Company’s prescription drug product candidates, the Company must conduct preclinical studies in animals and extensive clinical trials in humans to demonstrate the safety and efficacy of the prescription drug product candidates. Clinical testing is expensive and difficult to design and implement, can take many years to complete and has uncertain outcomes. The outcome of preclinical studies and early clinical trials may not predict the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. A number of companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in advanced clinical trials due to lack of efficacy or unacceptable safety profiles, notwithstanding promising results in earlier trials. The Company does not know whether the clinical trials it may conduct will demonstrate adequate efficacy and safety to result in regulatory approval to market any of its prescription drug product candidates in any jurisdiction. A major risk the Company faces is the possibility that none of its prescription drug product candidates under development will successfully gain market approval from Health Canada, the FDA, the MHRA, the EMA, the PDD or other regulatory authorities, resulting in the Company being unable to derive any commercial revenue from them after investing significant amounts of capital in their development.

Clinical trials are conducted in representative samples of the potential patient population which may have significant variability. Clinical trials are by design based on a limited number of subjects and of limited duration for exposure to the product used to determine whether, on a potentially statistically significant basis, the planned safety and efficacy of any such product can be achieved. As with the results of any statistical sampling, the Company cannot be sure that all side effects of its products may be uncovered, and it may be the case that only with a significantly larger number of patients exposed to such product for a longer duration, may a more complete safety profile be identified. Further, even larger clinical trials may not identify rare serious adverse effects, or the duration of such studies may not be sufficient to identify when those events may occur. There have been products that have been approved by the regulatory authorities but for which safety concerns have been uncovered following approval. Such safety concerns have led to labelling changes or withdrawal of such products from the market, and the Company’s products may be subject to similar risks. The Company might have to withdraw or recall its products from the marketplace. The Company may also experience a significant drop in the potential future sales of its products if and when regulatory approvals for such products are obtained, experience harm to its reputation in the marketplace or become subject to lawsuits, including class actions. Any of these results could decrease or prevent any sales of the Company’s products, or substantially increase the costs and expenses of commercializing and marketing its products.

Clinical Testing and Commercializing Products

Before obtaining marketing approval from regulatory authorities for the sale of the Company’s prescription drug product candidates, it must conduct pre-clinical studies in animals and extensive clinical trials in humans to demonstrate the safety and efficacy of the prescription drug product candidates. Clinical testing is expensive and difficult to design and implement, can take many years to complete and has uncertain outcomes. The outcome of pre-clinical studies and early clinical trials may not predict the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. A number of companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in advanced clinical trials due to lack of efficacy or unacceptable safety profiles, notwithstanding promising results in earlier trails. The Company does not know whether the clinical trials it may conduct will demonstrate adequate efficacy and safety to result in regulatory approval to market any of its prescription drug product candidates in any jurisdiction. A prescription drug product candidate may fail

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for safety or efficacy reasons at any stage of the testing process. A major risk the Company faces is the possibility that none of its prescription drug product candidates under development will successfully gain market approval from the FDA, or other regulatory authorities, resulting in the Company being unable to derive any commercial revenue from this business segment after investing significant amounts of capital in its development.

The Company cannot predict whether any clinical trials will begin as planned, will need to be restructured, or will be completed on schedule, or at all. The Company’s product development costs will increase if it experiences delays in clinical testing. Significant clinical trial delays could shorten any periods during which the Company may have the exclusive right to commercialize its prescription drug product candidates or allow its competitors to bring products to market before the Company, which would impair the Company’s ability to successfully commercialize its prescription drug product candidates and may harm its financial condition, results of operations and prospects.

The commencement and completion of clinical trials for the Company’s prescription drug product candidates may be delayed for a number of reasons, including but not limited, to:

•failure by regulatory authorities to grant permission to proceed or placing clinical trials on hold;

•suspension or termination of clinical trials by regulators for many reasons, including concerns about patient safety or failure of the Company’s CMOs to comply with cGMP requirements or latent defects in product quality;

•any changes to the Company’s manufacturing process that may be necessary or desired, delays or failure to obtain clinical supply from CMOs of the Company’s products necessary to conduct clinical trials;

•prescription drug product candidates demonstrating a lack of safety or efficacy during clinical trials, reports of clinical testing on similar technologies and products raising safety or efficacy concerns;

•clinical investigators not performing the Company’s clinical trials on their anticipated schedule, dropping out of a trial, or employing methods not consistent with the clinical trial protocol, regulatory requirements or other third parties not performing data collection and analysis in a timely or accurate manner;

•failure of the Company’s contract research organizations to satisfy their contractual duties or meet expected deadlines;

•inspections of clinical trial sites by regulatory authorities;

•regulatory authorities or ethics committees finding regulatory violations that require the Company to undertake corrective action, resulting in suspension or termination of one or more sites or the imposition of a clinical hold on the entire study;

•one or more regulatory authorities or ethics committees rejecting, suspending or terminating the study at an investigational site, precluding enrollment of additional subjects, or withdrawing its approval of the trial; or

•failure to reach agreement on acceptable terms with prospective clinical trial sites.

The Company’s product development costs will increase if it experiences delays in testing or approval or if the Company needs to perform more or larger clinical trials than planned. Additionally, changes in regulatory requirements and policies may occur, and the Company may need to amend study protocols to reflect these changes. Amendments may require the Company to resubmit its study protocols to regulatory authorities or ethics committees for re-examination, which may impact the cost, timing or

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successful completion of that trial. Delays or increased product development costs may have a material adverse effect on the Company’s business, financial condition and prospects.

Prior to commencing clinical trials in Canada, the United States, the UK, the Netherlands or other jurisdictions, for any prescription drug product candidates developed by the Company, it may be required to have an IND (or equivalent) for each prescription drug product candidate and to file additional INDs prior to initiating any additional clinical trials. The Company believes that the data from its studies will support the filing of additional INDs to enable the Company to undertake additional clinical studies as it has planned. However, submission of an IND (or equivalent) may not result in the FDA (or equivalent authorities) allowing further clinical trials to begin and, once begun, issues may arise that will require the Company to suspend or terminate such clinical trials.

Additionally, even if relevant regulatory authorities agree with the design and implementation of the clinical trials set forth in an IND, these regulatory authorities may change their requirements in the future. Failure to submit or have effective INDs (or equivalent) and commence or continue clinical programs will significantly limit its opportunity to generate revenue.

Completion of Clinical Trials

As the Company’s prescription drug product candidates advance from preclinical testing to clinical testing, and then through progressively larger and more complex clinical trials, the Company will need to enroll an increasing number of patients that meet its eligibility criteria. There is significant competition for recruiting patients in clinical trials, and the Company may be unable to enroll the patients it needs to complete clinical trials on a timely basis or at all. The factors that affect the Company’s ability to enroll patients are largely uncontrollable and include, but are not limited to, the size and nature of the patient population, eligibility and exclusion criteria for the trial, design of the clinical trial, competition with other companies for clinical sites or patients, perceived risks and benefits of the prescription drug product candidate, and the number, availability, location and accessibility of clinical trial sites.

Commercial Grade Product Manufacturing

The Company’s prescription drug products will be manufactured in small quantities for pre-clinical studies and clinical trials by third party manufacturers. In order to commercialize its product, the Company needs to manufacture commercial quality drug supply for use in registration clinical trials. Most, if not all, of the clinical material used in phase III/pivotal/registration studies must be derived from the defined commercial process including scale, manufacturing site, process controls and batch size. If the Company has not scaled up and validated the commercial production of its product prior to the commencement of pivotal clinical trials, it may have to employ a bridging strategy during the trial to demonstrate equivalency of early-stage material to commercial drug product, or potentially delay the initiation or completion of the trial until drug supply is available. The manufacturing of commercial quality product may have long lead times, may be very expensive and requires significant efforts including, but not limited to, scale-up of production to anticipated commercial scale, process characterization and validation, analytical method validation, identification of critical process parameters and product quality attributes, and multiple process performance and validation runs. If the Company does not have commercial drug supply available when needed for pivotal clinical trials, the Company’s regulatory and commercial progress may be delayed, and it may incur increased product development costs. This may have a material adverse effect on the Company’s business, financial condition and prospects, and may delay marketing of the product.

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Nature of Regulatory Approvals

The Company’s development and commercialization activities and prescription drug product candidates are significantly regulated by a number of governmental entities, including Health Canada, the FDA, the MHRA, the EMA and the PDD. Regulatory approvals are required prior to each clinical trial and the Company may fail to obtain the necessary approvals to commence or continue clinical testing. The Company must comply with regulations concerning the manufacture, testing, safety, effectiveness, labeling, documentation, advertising, and sale of products and prescription drug product candidates and ultimately must obtain regulatory approval before it can commercialize a prescription drug product candidate. The time required to obtain approval by such regulatory authorities is unpredictable but typically takes many years following the commencement of preclinical studies and clinical trials. Any analysis of data from clinical activities the Company performs is subject to confirmation and interpretation by regulatory authorities, which could delay, limit or prevent regulatory approval. Even if the Company believes results from its sponsored clinical trials are favorable to support the marketing of its prescription drug product candidates, Health Canada, the FDA, the MHRA, the EMA, the PDD or other regulatory authorities may disagree. In addition, approval policies, regulations, or the type and amount of clinical data necessary to gain approval may change during the course of a prescription drug product candidate’s clinical development and may vary among jurisdictions.

The Company has not obtained regulatory approval for any prescription drug product candidate and it is possible that none of its existing prescription drug product candidates or any future prescription drug product candidates will ever obtain regulatory approval. The Company could fail to receive regulatory approval for its prescription drug product candidates for many reasons, including, but not limited to failure to demonstrate that a prescription drug product candidate is safe and effective for its proposed indication, failure of clinical trials to meet the level of statistical significance required for approval, failure to demonstrate that a prescription drug product candidate’s clinical and other benefits outweigh its safety risks, or deficiencies in the manufacturing processes or the failure of facilities of CMOs with whom the Company contracts for clinical and commercial supplies to pass a pre-approval inspection.

A regulatory authority may require more information, including additional preclinical or clinical data to support approval, which may delay or prevent approval and the Company’s commercialization plans, or the Company may decide to abandon the development program. If the Company were to obtain approval, regulatory authorities may approve any of its prescription drug product candidates for fewer or more limited indications than the Company request, may grant approval contingent on the performance of costly post-marketing clinical trials, or may approve a prescription drug product candidate with a label that does not include the labeling claims necessary or desirable for the successful commercialization of that prescription drug product candidate. Moreover, depending on any safety issues associated with the Company’s prescription drug product candidates that garner approval, Health Canada, the FDA, the MHRA, the EMA, the PDD or other regulatory authorities may impose a risk evaluation and mitigation strategy, thereby imposing certain restrictions on the sale and marketability of such products.

If there are changes in the application of legislation, regulations or regulatory policies, or if problems are discovered with the Company products, or if one of its distributors, licensees or co-marketers fails to comply with regulatory requirements, the regulators could take various actions. These include imposing fines on the Company, imposing restrictions on the Company’s products or its manufacture and requiring the Company to recall or remove its products from the market. The regulators could also suspend or withdraw the Company’s Co-marketing authorizations, requiring it to conduct additional clinical trials, change its labeling or submit additional applications for marketing authorization. If any of these events occurs, the Company’s ability to sell its products may be impaired, and it may incur substantial additional

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expense to comply with regulatory requirements, which could materially adversely affect its business, financial condition and results of operations.

Market Access and Acceptance

The Company may never have a product that is commercially successful. To date, the Company has no product authorized for marketing. The Company’s future products require further clinical investigation, regulatory review, significant market access and marketing efforts and substantial investment before it can produce any revenue. Furthermore, if approved, the Company’s product may not achieve an adequate level of acceptance by payors, health technology assessment bodies, healthcare professionals, patients and the medical community at large, and the Company may not become profitable. The level of acceptance the Company ultimately achieves may be affected by negative public perceptions and historic media coverage of psychedelic substances. Because of this history, efforts to educate the medical community and third-party payors and health technologies assessment bodies on the benefits of company’s product compounds may require significant resources and may never be successful, which would prevent the Company from generating significant revenue or becoming profitable. Market acceptance of the Company’s future products by healthcare professionals, patients, healthcare payors and health technology assessment bodies will depend on a number of factors, many of which are beyond the Company’s control, including, but not limited to, the following:

• acceptance by healthcare professionals, patients and healthcare payors of each product as safe, effective and cost-effective;

• changes in the standard of care for the targeted indications for any product;

• the strength of sales, marketing and distribution support;

• potential product liability claims;

•the product’s relative convenience, ease of use, ease of administration and other perceived advantages over alternatives;

•the prevalence and severity of adverse events or publicity;

•limitations, precautions or warnings listed in the summary of product characteristics, patient information leaflet, package labeling or instructions for use;

•the cost of treatment with the Company’s product in relation to alternatives;

•the steps that prescribers and dispensers must take, as well as the perceived risks based upon its controlled substance status;

•the ability to manufacture the Company’s product in sufficient quantities and yields with adequate purity;

•the availability and amount of coverage and reimbursement from healthcare payors, and the willingness of patients to pay out of pocket in the absence of healthcare payor coverage or adequate reimbursement;

•the willingness of the target patient population to try, and of healthcare professionals to prescribe, the product;

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•any potential unfavorable publicity, including negative publicity associated with recreational use or abuse of psilocybin, DMT-based compounds and other psychedelic compounds; and

•any restrictions on the use, sale or distribution of the Company’s future products.

If the Company’s future products fail to gain market access and acceptance, this will have a material adverse impact on the Company’s ability to generate revenue to provide a satisfactory, or any, return on the Company’s investments. Even if some products achieve market access and acceptance, the market may prove not to be large enough to allow the Company to generate significant revenue.

The Company must rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources at this early stage of the psychedelic industry. A failure in the demand for the Company’s psychedelic based products to materialize as a result of competition, technological change or other factors could have a material adverse effect on the business, results of operations and financial condition of the Company.

Unfavourable Publicity or Consumer Perception

The Company believes the psychedelic pharmaceutical industry is highly dependent upon consumer perception regarding the safety, efficacy and quality of psychedelic pharmaceutical products. Consumer perception of the Company’s psychedelic pharmaceutical products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of psychedelics. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favourable to the psychedelic pharmaceutical industry or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favourable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for the Company’s psychedelic products and the business, results of operations, financial condition and cash flows of the Company. The Company’s dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, whether or not accurate or with merit, could have a material adverse effect on the Company, the demand for the Company’s psychedelic products, and the business, results of operations, financial condition and cash flows of the Company. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of psychedelic products in general, or the Company’s psychedelic products and services specifically or associating the consumption of psychedelics with illness or other negative effects or events, could have such a material adverse effect. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers’ failure to consume such products legally, appropriately or as directed.

The psychedelic medicine industry is highly dependent upon consumer perception regarding the medical benefits, safety, efficacy and quality of the psychedelic medicine distributed for medical purposes to such consumers. There can be no assurance that future scientific research or findings on the medical benefits, viability, safety, efficacy and dosing of psilocybin, DMT or isolated constituents, regulatory proceedings, litigation, media attention or other research findings or publicity will be favourable to the industry or the Company or any particular product, or consistent with earlier publicity.

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Social Media

There has been a marked increase in the use of social media platforms and similar channels that provide individuals with access to a broad audience of consumers and other interested persons. The availability and impact of information on social media platforms is virtually immediate and many social media platforms publish user-generated content without filters or independent verification as to the accuracy of the content posted. Information posted about the Company may be adverse to the Company’s interests or may be inaccurate, each of which may harm the Company’s business, financial condition and results of operations.

Biotechnology and Pharmaceutical Market Competition

The biotechnology and pharmaceutical industries are intensely competitive and subject to rapid and significant technological change. The Company’s competitors include large, well-established pharmaceutical companies, biotechnology companies, and academic and research institutions developing therapeutics for the same indications the Company is targeting and competitors with existing marketed therapies. Many other companies are developing or commercializing therapies to treat the same diseases or indications for which the Company’s prescription drug product candidates may be useful. Although there are no approved therapies that specifically target opioid addiction, some competitors use therapeutic approaches that may compete directly with the Company’s prescription drug product candidates.

Many of the Company’s competitors have substantially greater financial, technical and human resources than the Company does and have significantly greater experience than the Company in conducting preclinical testing and human clinical trials of product candidates, scaling up manufacturing operations and obtaining regulatory approvals of products. Accordingly, the Company’s competitors may succeed in obtaining regulatory approval for products more rapidly than the Company does. The Company’s ability to compete successfully will largely depend on:

·the efficacy and safety profile of its prescription drug product candidates relative to marketed products and other prescription drug product candidates in development;

·the Company’s ability to develop and maintain a competitive position in the product categories and technologies on which it focuses;

·the time it takes for the Company’s prescription drug product candidates to complete clinical development and receive marketing approval;

·the Company’s ability to obtain required regulatory approvals;

·the Company’s ability to commercialize any of its prescription drug product candidates that receive regulatory approval;

·the Company’s ability to establish, maintain and protect intellectual property rights related to its prescription drug product candidates; and

·acceptance of any of the Company’s prescription drug product candidates that receive regulatory approval by physicians and other healthcare providers and payers.

Competitors have developed and may develop technologies that could be the basis for products that challenge the discovery research capabilities of prescription drug product candidates the Company is developing. Some of those products may have an entirely different approach or means of accomplishing the same desired therapeutic effect than the Company’s prescription drug product candidates and may be more effective or less costly than its prescription drug product candidates. The success of the Company’s competitors and their products and technologies relative to the Company’s technological capabilities and competitiveness could have a material adverse effect on the future preclinical studies and clinical trials of

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the Company’s prescription drug product candidates, including its ability to obtain the necessary regulatory approvals for the conduct of such clinical trials. This may further negatively impact the Company’s ability to generate future product development programs using psychedelic based compounds.

If the Company is not able to compete effectively against its current and future competitors, the Company’s business will not grow, and its financial condition and operations will substantially suffer.

Further, there can be no assurance that potential competitors of the Company, which may have greater financial, cultivation, production, sales and marketing experience, and personnel and resources than the Company, are not currently developing, or will not in the future develop, products and strategies that are equally or more effective and/or economical as any products or strategies developed by the Company or which would otherwise render the Company’s business, products and strategies, as applicable, ineffective, or obsolete. Increased competition by larger and better financed competitors could materially and adversely affect the business, financial condition and results of operations of the Company.

Reliance on Key Executives and Scientists

The loss of key members of the Company’s staff, could harm the Company. The Company does not have employment agreements with all members of its staff, although such employment agreements do not guarantee their retention. The Company also depends on its scientific and clinical collaborators and advisors, all of whom have outside commitments that may limit their availability to the Company. In addition, the Company believes that its future success will depend in large part upon its ability to attract and retain highly skilled scientific, managerial, medical, manufacturing, clinical and regulatory personnel, particularly as the Company expands its activities and seeks regulatory approvals for clinical trials. The Company enters into agreements with its scientific and clinical collaborators and advisors, key opinion leaders and academic partners in the ordinary course of its business. Should key academic and scientific personnel including employees or collaborative partners who work on the development of the Company’s research activities leave, the Company’s current and future development programs may be delayed or adversely affected. Notwithstanding these arrangements, the Company faces significant competition for these types of personnel from other companies, research and academic institutions, government entities and other organizations. The Company cannot predict its success in hiring or retaining the personnel it requires for continued growth. In addition, due to limited financial resources, the Company may not be able to successfully expand its operations due to challenges in recruiting and training qualified new staff. Expansion of personnel may result in significant diversion of management time and resources. The loss of the services of any of the Company’s executive officers or other key personnel could potentially harm its business, operating results or financial condition.

Employee Misconduct

Notwithstanding having established an insider trading policy and code of ethics and business conduct, the Company is exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include failures to comply with Health Canada, the FDA the MHRA the EMA the PDD, and other comparable international authorities’ regulations, provide accurate information to Health Canada, the FDA the MHRA, the EMA, and/or the PDD provide accurate information to Health Canada, the FDA, the MHRA, the EMA and the PDD, comply with manufacturing standards the Company has established, comply with federal and provincial healthcare fraud and abuse laws and regulations, report financial information or data accurately or disclose unauthorized activities to the Company. In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, kickbacks, self-dealing, and other abusive practices. These laws and

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regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Employee misconduct could also involve the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to the Company’s reputation. If any such actions are instituted against the Company, and the Company is not successful in defending itself or asserting its rights, those actions could have a substantial impact on the Company’s business and results of operations, including the imposition of substantial fines or other sanctions.

Business Expansion and Growth

The Company may in the future seek to expand its pipeline and capabilities by acquiring one or more companies or businesses, entering into collaborations, or in-licensing one or more prescription drug product candidates. Acquisitions, collaborations and in-licences involve numerous risks, including, but not limited to substantial cash expenditures, technology development risks, potentially dilutive issuances of equity securities, incurrence of debt and contingent liabilities, some of which may be difficult or impossible to identify at the time of acquisition, difficulties in assimilating the operations of the acquired companies, entering markets in which the Company has limited or no direct experience, and potential loss of the Company’s key employees or key employees of the acquired companies or businesses.

The Company has experience in making acquisitions, entering collaborations and in-licensing prescription drug product candidates; however, the Company cannot provide assurance that any acquisition, collaboration or in-licence will result in short-term or long-term benefits to it. The Company may incorrectly judge the value or worth of an acquired company or business or in-licensed prescription drug product candidate. In addition, the Company’s future success would depend in part on its ability to manage the rapid growth associated with some of these acquisitions, collaborations and in-licences. The Company cannot provide assurance that it would be able to successfully combine its business with that of acquired businesses, manage a collaboration or integrate in-licensed prescription drug product candidates. Furthermore, the development or expansion of the Company’s business may require a substantial capital investment by the Company.

Negative Results of External Clinical Trials or Studies

From time to time, studies or clinical trials on various aspects of biopharmaceutical products are conducted by academic researchers, competitors or others. The results of these studies or trials, when published, may have a significant effect on the market for the biopharmaceutical product that is the subject of the study. The publication of negative results of studies or clinical trials or adverse safety events related to the Company’s prescription drug product candidates, or the therapeutic areas in which the Company’s prescription drug product candidates compete, could adversely affect its share price and the Company’s ability to finance future development of its prescription drug product candidates, and its business and financial results could be materially and adversely affected.

Product Liability

The Company currently does not carry any product liability insurance coverage. Even though the Company is not aware of any product liability claims at this time, its business exposes itself to potential product liability, recalls and other liability risks that are inherent in the sale of consumer products. The Company can provide no assurance that such potential claims will not be asserted against it. A successful liability claim or series of claims brought against the Company could have a material adverse effect on its business, financial condition and results of operations.

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Although the Company intends to obtain adequate product liability insurance, it cannot provide any assurances that it will be able to obtain or maintain adequate product liability insurance of on acceptable terms, if at all, or that such insurance will provide adequate coverage against potential liabilities. Claims or losses in excess of any product liability cover that may be obtained by the Company could have a material adverse effect on its business, financial conditional and results of operations.

Some of the Company’s agreements with third parties might require it to maintain product liability insurance. If the Company cannot obtain acceptable amounts of coverage on commercially reasonable terms in accordance with the terms set forth in these agreements, the corresponding agreements would be subject to termination, which could have a material adverse impact on its operations.

Enforcing Contracts

Due to the nature of the business of the Company and the fact that certain of its contracts involve psilocybin, the use of which is not legal under Canadian or U.S. federal law and in certain other jurisdictions, the Company may face difficulties in enforcing its contracts in Canadian or U.S. federal and state courts. The inability to enforce any of its contracts could have a material adverse effect on its business, operating results, financial condition or prospects.

In order to manage its contracts with contractors, the Company will ensure that such contractors are appropriately licensed. Were such contractors to operate outside the terms of these licenses, the Company may experience an adverse effect on its business, including the pace of development of its product.

Product and Material Recalls

Manufacturers, producers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety storage deficiencies and inadequate or inaccurate labelling disclosure. If any of the Company’s products are recalled due to an alleged product defect or for any other reason, the Company could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. The Company may have to recall material being used in a clinical trial resulting in delays to the trial and additional manufacturing expenses, if further drug product is required. If the product is already commercialized, the Company may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention.

Although the Company’s suppliers have detailed procedures in place for testing its products, there can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if the Company is subject to recall, the image of the Company could be harmed. A recall for any of the foregoing reasons could lead to decreased demand for the Company’s products and could have a material adverse effect on the results of operations and financial condition of the Company. Additionally, product recalls may lead to increased scrutiny of the Company’s operations by regulatory agencies, requiring further management attention, potential loss of applicable licences and potential legal fees and other expenses.

Distribution and Supply Chain Interruption

The Company is susceptible to risks relating to distributor and supply chain interruptions. Distribution in the U.S., Canada, the EU, the UK and other jurisdictions will be largely accomplished through

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independent contractors, therefore, an interruption (e.g., a labour strike) for any length of time affecting such independent contractors may have a significant impact on the Company’s ability to sell or manufacture its products. Supply chain interruptions, including a production or inventory disruption, could impact product quality and availability. Inherent to producing products is a potential for shortages or surpluses in future years if demand and supply are materially different from long-term forecasts. The Company monitors category trends and regularly reviews maturing inventory levels.

Difficulty to Forecast

The Company must rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources at this early stage of the psychedelic pharmaceutical industry. A failure in the demand for the Company’s psychedelic pharmaceutical industry products to materialize as a result of competition, technological change or other factors could have a material adverse effect on the business, results of operations and financial condition of the Company.

Promoting the Brand

Promoting the Company’s brand will be critical to creating and expanding a customer base. Promoting the brand will depend largely on the Company’s ability to provide psychedelic pharmaceutical products to the market. Further, the Company may, in the future, introduce new products or services that its customers do not like, which may negatively affect the brand and reputation. If the Company fails to successfully promote its brand or if it incurs excessive expenses in this effort, its business and financial results from operations could be materially adversely affected.

If there are changes in the applicable regulatory framework governing the promotion, branding and marketing of the Company’s products, the Company’s ability to promote and sell its products may be impaired, and it may incur substantial additional expense to comply with regulatory requirements, which could materially adversely affect its business, financial condition and results of operations.

Product Viability

If the Company’s psychedelic pharmaceutical products are not perceived to have the effects intended by the end user, the Company’s business may suffer. In general, psychedelic pharmaceutical products have minimal long-term data with respect to efficacy, unknown side effects and/or interaction with individual human biochemistry or other supplements or medications. As a result, the Company’s psychedelic pharmaceutical products could have certain side effects if not used as directed or if taken by an end user that has certain known or unknown medical conditions.

Success of Quality Control Systems

The quality and safety of the Company’s products are critical to the success of its business and operations. As such, it is imperative that the Company (and its service providers’) quality control systems operate effectively and successfully. Quality control systems can be negatively impacted by the design of the quality control systems, the quality of training programs and adherence by employees to quality control guidelines. Any significant failure or deterioration of such quality control systems could have a material adverse effect on the Company’s business and operating results.

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Reliance on Key Inputs

The Company’s business is expected to be dependent on a number of key inputs and their related costs including raw materials and supplies. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could materially impact the business, financial condition and operating results of the Company. Any inability to secure required supplies and services or to do so on appropriate terms could have a materially adverse impact on the business, financial condition and operating results of the Company.

Liability Arising from Fraudulent or Illegal Activity

The Company is exposed to the risk that its employees, independent contractors, consultants, service providers and licensors may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional undertakings of unauthorized activities, or reckless or negligent undertakings of authorized activities, in each case on the Company’s behalf or in its service that violate (i) various laws and regulations, including healthcare laws and regulations, (ii) laws that require the true, complete and accurate reporting of financial information or data, (iii) the terms of the Company’s agreements with third parties. Such misconduct could expose the Company to, among other things, class actions and other litigation, increased regulatory inspections and related sanctions, and lost sales and revenue or reputational damage.

The precautions taken by the Company to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting the Company from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. Such misconduct may result in legal action, significant fines or other sanctions and could result in loss of any regulatory licence held by the Company at such time. The Company may be subject to security breaches at its facilities or in respect of electronic document or data storage, which could lead to breaches of applicable privacy laws and associated sanctions or civil or criminal penalties; events, including those beyond the control of the Company, may damage its operations. In addition, these events may negatively affect customers’ demand for the Company’s products. Such events include, but are not limited to, non-performance by third party contractors; increases in materials or labour costs; breakdown or failure of equipment; failure of quality control processes; contractor or operator errors; and major incidents and/or catastrophic events such as fires, explosions, earthquakes or storms. As a result, there is a risk that the Company may not have the capacity to meet customer demand or to meet future demand when it arises. Failure to comply with health and safety laws and regulations may result in additional costs for corrective measures, penalties or in restrictions on the Company’s manufacturing operations.

Operating Risk and Insurance Coverage

The Company has directors and officers insurance to protect its assets, operations and employees. The Company’s insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which the Company is expected to be exposed. In addition, no assurance can be given that such insurance will be adequate to cover the Company’s liabilities or will be generally available in the future, or if available, that premiums will be commercially justifiable. If the Company were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if the Company were to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be materially adversely affected.

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Costs of Operating as Public Company

As a public company, the Company will incur significant legal, accounting and other expenses. As a public company, the Company is subject to various securities rules and regulations, which impose various requirements on the Company, including the requirement to establish and maintain effective disclosure and financial controls and corporate governance practices. The Company’s management and other personnel need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase the Company’s legal and financial compliance costs and make some activities more time-consuming and costly.

Management of Growth

The Company may be subject to growth-related risks, including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Company to deal with this growth may have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.

Conflicts of Interest

The Company may be subject to various potential conflicts of interest because of the fact that some of its officers and directors may be engaged in a range of business activities. The Company’s executive officers and directors may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Company. In some cases, the Company’s executive officers and directors may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to the Company’s business and affairs and that could adversely affect the Company’s operations. These outside business interests could require significant time and attention of the Company’s executive officers and directors.

In addition, the Company may also become involved in other transactions which conflict with the interests of its directors and the officers who may from time-to-time deal with persons, firms, institutions or companies with which the Company may be dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with those of the Company, and from time to time, these persons may be competing with the Company for available investment opportunities.

Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.

Foreign Operations

In addition to operations carried out in Canada and the UK, the Company intends to carry out international operations through an office in Ireland. As a result, the Company may be subject to political, economic and other uncertainties, including, but not limited to, additional implications that may have a material impact on the Company’s ability to operate in other jurisdictions, including:

•differences in the regulatory requirements for drug approvals;

•differing requirements for securing, maintaining or obtaining freedom to operate;

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•the potential for reduced protection for intellectual property rights;

•challenges with compliance to different regulations and court systems of multiple jurisdictions and

•compliance with a wide variety of foreign laws, treaties and regulations;

•differing reimbursement regimes and price controls in certain international markets;

•differing labor relations that create challenges with staffing and managing international operations; and

•impacts on manufacturing capabilities leading to production shortages.

The Company’s international operations may also be adversely affected by laws and policies of Canada affecting foreign trade, taxation and investment. In the event of a dispute arising in connection with its foreign operations, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada or enforcing Canadian judgments in foreign jurisdictions.

Similarly, to the extent that the Company’s assets are located outside of Canada, investors may have difficulty collecting from the Company any judgments obtained in the Canadian courts and predicated on the civil liability provisions of securities laws. Consequently, investors may be effectively prevented from pursuing remedies against the Company under Canadian securities laws or otherwise. The Company may also be hindered or prevented from enforcing its rights with respect to a governmental entity or instrumentality because of the doctrine of sovereign immunity.

Exchange Rate Fluctuations

Due to the international scope of the Company’s current and future operations, the Company’s assets, future earnings and cash flows may be influenced by movements in exchange rates of several currencies, particularly the British Pound, the U.S. dollar, Canadian Dollar and the Euro. The Company’s reporting currency is denominated in Canadian dollars and the Company’s functional currency is the Canadian dollar and the majority of the Company’s operating expenses are paid in Canadian dollars. The Company may also regularly acquire services, consumables and materials in British Pounds, U.S. dollars, Canadian dollars and other currencies. Further, future revenue may be derived from abroad. As a result, the Company’s business and the price of the Company’s products may be affected by fluctuations in foreign exchange rates between the British Pound, the U.S. dollar, the Canadian dollar and other currencies, which may also have a significant impact on the Company’s results of operations and cash flows from period to period. Currently, the Company does not have any exchange rate hedging arrangements in place.

Cybersecurity and Privacy Risk

The Company’s information systems and any third-party service providers and vendors are vulnerable to an increasing threat of continually evolving cybersecurity risks. These risks may take the form of malware, computer viruses, cyber threats, extortion, employee error, malfeasance, system errors or other types of risks, and may occur from inside or outside of the respective organizations. Cybersecurity risk is increasingly difficult to identify and quantify and cannot be fully mitigated because of the rapidly evolving nature of the threats, targets and consequences. Additionally, unauthorized parties may attempt to gain access to these systems through fraud or other means of deceiving third-party service providers, employees or vendors. The Company’s operations depend, in part, on how well networks, equipment, IT systems and software are protected against damage from a number of threats. These operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. However, if the Company is

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unable or delayed in maintaining, upgrading or replacing IT systems and software, the risk of a cybersecurity incident could materially increase. Any of these and other events could result in information system failures, delays and/or increases in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations.

The Company may collect and store certain personal information about customers and are responsible for protecting such information from privacy breaches. A privacy breach may occur through procedural or process failure, information technology malfunction, or deliberate unauthorized intrusions. In addition, theft of data is an ongoing risk whether perpetrated via employee collusion or negligence or through deliberate cyber-attack. Any such privacy breach or theft could have a material adverse effect on the Company’s business, financial condition and results of operations.

In addition, there are a number of laws protecting the confidentiality of certain patient health information, including patient records, and restricting the use and disclosure of that protected information. In particular, the privacy rules under the Personal Information Protection and Electronics Documents Act (Canada) (“PIPEDA”) and where applicable, provincial legislation governing personal health information, protect medical records and other personal health information by limiting their use and disclosure of health information to the minimum level reasonably necessary to accomplish the intended purpose. If the Company were found to be in violation of the privacy or security rules under PIPEDA or other laws protecting the confidentiality of medical patients health information, the Company could be subject to sanctions and civil or criminal penalties, which could increase its liabilities, harm its reputation and have a material adverse effect on the Company’s business, financial condition and results of operations.

Environmental Regulation and Risks

The Company’s operations are subject to environmental regulations that mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which could include stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. The Company may be required to compensate those suffering loss or damage by reason of its operations and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing psychedelics and related products, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in expenses, capital expenditures or production costs or reduction in levels of production or require abandonment or delays in development.

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Decriminalization of Psychedelics

Despite the current status of many psychotropic substances as a Schedule II and Schedule I controlled substances in the United States and Canada, respectively, there may be changes in the status of some of these substances under the laws of certain jurisdictions. Possession of psilocybin, for example, was voted to be decriminalized in May 2019 in Denver and in November 2020, voters in Oregon approved the legal medical use of “psilocybin products,” including magic mushrooms, to treat mental health conditions in licensed facilities with registered therapists (Measure 109). The legalization of psychedelics with inadequate regulatory oversight may lead to the development of psychotropic tourism in such states in clinics without proper therapeutic infrastructure or adequate clinical research. The expansion of such an industry which could put patients at risk may bring reputational and regulatory risk to the entire industry, leading to challenges for the Company to achieve regulatory approval. The legalization of psilocybin, DMT and potentially other psychotropic compounds in the future may also impact commercial sales for the Company due to a reduced barrier to entry leading to a risk of increasing competition.

Forward-looking statements may prove to be inaccurate

Investors should not place undue reliance on forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, of both general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

Effects of Inflation

Global markets have experienced increased rates of inflation. Inflation itself, as well as certain governmental efforts to combat inflation, may have significant negative effects on any economy which the Company does business. Past governmental efforts to curb inflation have involved certain drastic economic measures, which had a materially adverse impact on the level of economic activity in these countries. Any future economic measures to curb inflation could be expected to have similar adverse effects on the level of economic activity in the market which the Company does business and, in turn, on the operations of the Company.

Political and Economic Conditions

Political and economic conditions directly affect the Company’s business and can result in a material adverse effect on the Company. Macroeconomic policies imposed by foreign governments could have significant impact on the Company. As certain global markets experience increased inflation, certain government actions to control inflation may have significant impact on the Company.

The Company cannot control or predict foreign government implementation of changes to existing policies that may impact the Company’s operations in foreign markets and, consequently, its business. The Company’s business, operating results and financial condition and prospects, as well as the market price of its securities, may be adversely affected by changes in government public policies, whether federal, state or local, that affect, without limitation:

•inflation;

•fluctuations in exchange rates;

•exchange controls and restrictions on remittances abroad;

•interest rates and monetary policies;

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•import and export controls;

•liquidity of domestic capital, credit and financial markets;

•expansion or contraction of foreign economies, as measured by rates of growth in gross domestic product;

•fiscal policies; and

•other political, social and economic developments in or affecting foreign markets.

Government policies and measures to combat inflation, along with public speculation about such policies and measures, have often had adverse effects on global economies, have contributed to economic uncertainty and may increase volatility in foreign securities markets. Government action to control inflation may involve actions such as price and salary controls, currency devaluations, capital limitations, limits on imports and other actions which could significantly impact the operations of the Company.

Other policies and measures adopted by governments, include interest rate adjustments, intervention in the currency markets or actions to adjust or fix the value of the local currency may adversely affect the target market’s economy, the Company’s business and results of operations.

Uncertainty over whether federal governments will implement reforms or changes in policy or regulation affecting these or other factors in the future may affect economic performance and contribute to economic uncertainty in markets that the Company operates or relies on, which may in turn have adverse effects on the Company’s operations in the market and consequently on the results of its operations.

Application and Interpretation of Tax Laws

The Company is subject to direct and indirect taxes in various foreign jurisdictions. The amount of tax that the Company pays, directly or indirectly, is subject to the interpretation of applicable tax laws in the jurisdictions of operations in which the Company has interests. The Company has taken and will continue to take tax positions based on the application and interpretation of tax laws, but tax accounting often involves complex matters and judgment is required in determining the Company’s foreign provisions for taxes and other tax liabilities. There can be no assurance that a taxing authority will not have a different interpretation of the law and assess the Company, or the operations in which the Company has interests, with additional taxes. Further, the Company’s future effective tax rates could be impacted by changes in tax laws or regulations, and changing interpretation of existing laws or regulations. Both domestic and international tax laws, and interpretation of the tax laws, are subject to change as a result of changes in fiscal policy, changes in legislation, evolution of regulation and court rulings. The application of these tax laws and related regulations is subject to legal and factual interpretation, judgment and uncertainty.

Enforcement of Civil Liabilities

Certain of the Company’s subsidiaries and assets are located outside of Canada. Accordingly, it may be difficult for investors to enforce within Canada any judgments obtained against the Company, including judgments predicated upon the civil liability provisions of applicable Canadian securities laws or otherwise. Consequently, investors may be effectively prevented from pursuing remedies against the Company under Canadian securities laws or otherwise.

The Company has subsidiaries incorporated in the United States and Ireland. It may not be possible for shareholders to effect service of process outside of Canada against the directors and officers of the Company who are not resident in Canada. In the event a judgment is obtained in a Canadian court against one or more of such persons for violations of Canadian securities laws or otherwise, it may not be possible to enforce such judgment against persons not resident in Canada. Additionally, it may be difficult

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for an investor, or any other person or entity, to assert Canadian securities law or other claims in original actions instituted in the United States and Ireland. Courts in such jurisdictions may refuse to hear a claim based on a violation of Canadian securities laws or otherwise on the grounds that such jurisdiction is not the most appropriate forum to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the local law, and not Canadian law, is applicable to the claim. If Canadian law is found to be applicable, the content of applicable Canadian law must be proven as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by foreign law.

Pandemics, Epidemics and Other Health Risks

Pandemics, epidemics and other health risks could have an adverse effect on the Company’s business. Pandemics, epidemics and other health risks could occur, which could adversely affect the Company’s ability to conduct its operations as currently conducted, or the ability of suppliers to provide the Company with products and services needed to operate the business.

Pandemics, epidemics and other health risks could have an adverse effect on the economy and financial markets, resulting in a decline of commercial activity. Any of these events could have an adverse effect on the Company’s business and financial performance.

RISKS RELATED TO INTELLECTUAL PROPERTY

Trademark Protection

Failure to register trademarks for the Company or its products could require the Company to rebrand its products resulting in a material adverse impact on its business.

Trade Secrets

The Company relies on third parties to develop its products and as a result, must share trade secrets with them. The Company seeks to protect its proprietary technology in part by entering into confidentiality agreements and, if applicable, material transfer agreements, collaborative research agreements, consulting agreements or other similar agreements with its collaborators, advisors, employees and consultants prior to beginning research or disclosing proprietary information. These agreements typically restrict the ability of the Company’s collaborators, advisors, employees and consultants to publish data potentially relating to its trade secrets. Its academic and clinical collaborators typically have rights to publish data, provided that the Company is notified in advance and may delay publication for a specified time in order to secure any intellectual property rights arising from the collaboration. In other cases, publication rights are controlled exclusively by the Company, although in some cases the Company may share these rights with other parties. The Company may also conduct joint research and development programs which may require it to share trade secrets under the terms of research and development collaboration or similar agreements. Despite the Company’s efforts to protect its trade secrets, the Company’s competitors may discover its trade secrets, either through breach of these agreements, independent development or publication of information. A competitor’s discovery of the Company’s trade secrets may impair its competitive position and could have a material adverse effect on its business and financial condition.

Patent Law Reform

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The Company’s commercial success depends in part on obtaining and maintaining patents and other forms of intellectual property rights for its current and future therapeutic candidates and associated therapies, digital therapies, methods used to manufacture the underlying therapeutic substances, and the methods for treating patients using those substances and therapies, or on licensing in such rights. Failure to obtain, maintain, protect, enforce or extend adequate patent and other intellectual property rights could materially adversely affect the Company’s ability to develop and market its current and future therapeutic candidates. The Company also relies on trade secrets and know-how to develop and maintain its proprietary and intellectual property position. Any failure to protect its trade secrets and know-how could adversely affect the Company’s operations and prospects.

The Company cannot be certain that patents will be issued or granted with respect to patent applications that are currently pending, or that issued or granted patents will not later be found to be invalid or unenforceable. The patent position of companies like the Company is generally uncertain because it involves complex legal and factual considerations. The standards applied by the UK Intellectual Property Office, the European Patent Office, the USPTO, the Canadian Intellectual Property Office (the “CIPO”) and foreign patent offices in granting patents are not always applied uniformly or predictably. For example, there is no uniform worldwide policy regarding patentable subject matter or the scope of claims allowable in pharmaceutical patents. Consequently, patents may not issue from the Company’s pending patent applications, and even if they do issue, such patents may not issue in a form that effectively prevents others from developing or commercializing competing therapies. As such, the Company does not know the degree of future protection that it will have on its proprietary therapies.

The patent prosecution process is expensive, complex and time-consuming, and the Company, its current or future third-party partners, licensors, licensees, or collaboration partners may not be able to prepare, file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that the Company or its licensors, licensees or collaboration partners will fail to identify patentable aspects of inventions made in the course of research, development or commercialization activities before it is too late to pursue patent protection on them. In addition, although the Company enters into non-disclosure and confidentiality agreements with parties who have access to confidential or patentable aspects of its R&D output, such as its employees, corporate collaborators, outside scientific collaborators, contract manufacturers, consultants, advisors, and other third parties, any of these parties may breach the agreements and disclose such output before a patent application is filed, thereby jeopardizing the Company’s ability to seek patent protection. Furthermore, publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the UK and other jurisdictions are typically not published until 18 months after filing, or in some cases not published until and unless granted. Therefore, the Company cannot be certain that it is the first to make the inventions claimed in its patents or pending patent applications, or that it was the first to file for patent protection of such inventions. Similarly, the Company cannot be certain that for any licensed patents or pending patent applications, the named applicant(s) were the first to make the inventions claimed in such patents or pending patent applications or that the named applicant(s) were the first to file for patent protection for such inventions.

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Further, the issuance, scope, validity, enforceability and commercial value of the Company’s and its current or future licensors’, licensees’ or collaboration partners’ patent rights are highly uncertain. The Company and any potential licensors’ pending and future patent applications may not result in patents being issued that protect the Company’s therapies, in whole or in part, or that effectively prevent others from commercializing competitive technologies and therapies.

Moreover, in some circumstances, the Company may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain such patents, should the Company’s license technology from or to third parties and would be reliant on its licensors, licensees or collaboration partners. If the Company engages with licensors, licensees or collaboration partners and they fail to establish, maintain or protect such patents and other intellectual property rights, such rights may be reduced or eliminated. If such licensors, licensees or collaboration partners were not fully cooperative or disagree with the Company as to the prosecution, maintenance or enforcement of any patent rights, such patent rights could be compromised.

The patent examination process may require the Company or its licensors, licensees or collaboration partners to narrow the scope of the claims of the Company or the Company’s licensors’, licensees’ or collaboration partners’ pending and future patent applications, which may limit the scope of patent protection that may be obtained. The Company cannot guarantee that all of the potentially relevant prior art relating to its patents and patent applications has been found. If such prior art exists, it can invalidate a patent or prevent a patent from issuing from a pending patent application.

The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and the Company’s patents may be challenged in the courts or patent offices in the UK and abroad. Even if patents do successfully issue and even if such patents cover the Company’s current and future therapeutic candidates, third parties may initiate an opposition, interference, re-examination, post-grant review, inter parties review, nullification or derivation proceedings in court or before patent offices, or similar proceedings challenging the validity, enforceability or scope of such patents, which may result in the patent claims being narrowed or invalidated.

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The Company and the Company’s licensors’, licensees’ or collaboration partners’ patent applications cannot be enforced against third parties practicing the technology claimed in such applications unless and until a patent issues from such applications, and then only to the extent the issued claims cover the technology. In addition, patents and other intellectual property rights also will not protect the Company’s current and any future therapeutic candidates if third parties, including the Company’s competitors, design around the Company’s protected technology and the Company’s current and any future therapeutic candidates without infringing, misappropriating or otherwise violating the Company’s patents or other intellectual property rights. Moreover, some of the Company’s patents and patent applications may in the future be co-owned with third parties. If the Company is unable to obtain an exclusive license to any such third-party co-owners’ interest in such patents or patent applications, such co-owners may be able to license their rights to other third parties, including the Company’s competitors, and the Company’s competitors could market competing therapies and technology. In addition, the Company may need the cooperation of any such co-owners of its patents in order to enforce such patents against third parties, and such cooperation may not be provided. Any of the foregoing could have a material adverse effect on the Company’s competitive position, business, financial conditions, results of operations, and prospects.

Because patent applications are confidential for a period of time after filing, and some remain so until issued, the Company cannot be certain that the Company or its current or future licensors, licensees or collaborators were or will be the first to file any patent application related to a therapeutic candidate. Even where the Company has a valid and enforceable patent, it may not be able to exclude others from practicing the Company’s invention where the other party can show that they used the invention in commerce before the Company’s filing date or the other party benefits from a compulsory license. In addition, the Company may be subject to third-party challenges regarding the Company’s exclusive ownership of the Company’s intellectual property. If a third party were successful in challenging the Company’s exclusive ownership of any of the Company’s intellectual property, the Company may lose its right to use such intellectual property, such third party may be able to license such intellectual property to other third parties, including the Company’s competitors, and the Company’s competitors could market competing therapies and technology. Any of the foregoing could have a material adverse effect on the Company’s competitive position, business, financial conditions, results of operations, and prospects.

As is the case with other biotechnology and pharmaceutical companies, the Company’s success is heavily dependent on intellectual property rights, particularly patents. Obtaining and enforcing patents in the biopharmaceutical industry is a technologically and legally complex process, and obtaining and enforcing biopharmaceutical patents is costly, time consuming and inherently uncertain. Recent patent reform legislation could increase the uncertainties and costs surrounding the prosecution of the Company’s and its licensors’ or collaborators’ patent applications and the enforcement or defense of the Company or its licensors’ or collaborators’ issued patents.

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Patent Litigation and Intellectual Property

As disclosed under Description of the Business -Intellectual Property,the Company has filed a number of provisional patent applications but even if regular patent applications are filed claiming priority to one or more of the provisional patent applications, there can be no assurance that any or all of these patent applications will issue into a valid patent. Such failure to issue could have a material adverse effect on the Company. In the event that a patent issued to the Company is challenged, any of the Company’s patents may be invalidated. The Company could also become involved in interference or impeachment proceedings in connection with one or more of its patents or patent applications to determine priority of invention.

Patent litigation is widespread in the pharmaceutical industry and the Company cannot predict how this will affect its efforts to form strategic alliances, conduct clinical testing, or manufacture and market any of its prescription drug product candidates that it may successfully develop. If the Company becomes involved in any litigation, interference, impeachment or other administrative proceedings, it will likely incur substantial expenses and the efforts of its technical and management personnel will be significantly diverted. The Company cannot make any assurances that it will have the financial or other resources necessary to enforce or defend a patent infringement or proprietary rights violation action. Moreover, if the Company’s products infringe patents, trademarks or proprietary rights of others, it could, in certain circumstances, become liable for substantial damages, which also could have a material adverse effect on the business of the Company, its financial condition and results of operation. Patent litigation is less likely during development as many jurisdictions contain exemptions from patent infringement for the purpose of obtaining regulatory approval of a product. Where there is any sharing of patent rights either through co-ownership or different licensed “fields of use”, one owner’s actions could lead to the invalidity of the entire patent. If the Company is unable to avoid infringing the patent rights of others, the Company may be required to seek a licence, defend an infringement action or challenge the validity of the patents in court. Such results could have a material adverse effect on the Company. Regardless of the outcome, patent litigation is costly and time consuming. In some cases, the Company may not have sufficient resources to bring these actions to a successful conclusion, and, even if the Company is successful in these proceedings, it may incur substantial costs and divert management time and attention in pursuing these proceedings, which could have a material adverse effect on the Company.

Any infringement or misappropriation of the Company’s intellectual property could damage its value and limit its ability to compete. In addition, the Company’s ability to enforce and protect its intellectual property rights may be limited in certain countries outside the U.S., which could make it easier for competitors to capture market position in such countries by utilizing technologies that are similar to those developed or licensed by the Company. Competitors may also harm the Company’s sales by designing products that mirror the capabilities of its products or technology without infringing on its intellectual property rights. If the Company does not obtain sufficient protection for its intellectual property, or if it is unable to effectively enforce its intellectual property rights, its competitiveness could be impaired, which would limit its growth and future revenue. The Company may also find it necessary to bring infringement or other actions against third parties to seek to protect its intellectual property rights. Litigation of this nature, even if successful, is often expensive and time- consuming to prosecute and there can be no assurance that the Company will have the financial or other resources to enforce its rights or be able to enforce its rights or prevent other parties from developing similar technology or designing around its intellectual property.

The Company is not aware of any infringement by it of any person’s or entity’s intellectual property rights. In the event that products sold by the Company are deemed to infringe upon the patents or

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proprietary rights of others, the Company could be required to modify its products or obtain a licence for the manufacture and/or sale of such products or cease selling such products. In such event, there can be no assurance that the Company would be able to do so in a timely manner, upon acceptable terms and conditions, or at all, and the failure to do any of the foregoing could have a material adverse effect upon the Company’s business. If the Company’s products or proposed products are deemed to infringe or likely to infringe upon the patents or proprietary rights of others, the Company could be subject to injunctive relief and, under certain circumstances, become liable for damages, which could also have a material adverse effect on the Company’s business and its financial condition.

Protection of Intellectual Property

The Company will be able to protect its intellectual property from unauthorized use by third parties only to the extent that the Company’s proprietary technologies, key products and any future products are covered by valid and enforceable intellectual property rights including patents or are effectively maintained as trade secrets and provided the Company has the funds to enforce its rights, if necessary.

To protect the Company’s competitive position, the Company may from time to time need to resort to litigation in order to enforce or defend any patents or other intellectual property rights owned by or licensed to the Company from time to time, or to determine or challenge the scope or validity of patents or other intellectual property rights of third parties. Enforcement of intellectual property rights is difficult, unpredictable and expensive, and many of the Company’s or the Company’s licensors’ or collaboration partners’ adversaries in these proceedings may have the ability to dedicate substantially greater resources to prosecuting these legal actions than the Company or the Company’s licensors or collaboration partners can. Accordingly, despite the Company’s or the Company’s licensors’ or collaboration partners’ efforts, the Company or the Company’s licensors or collaboration partners may not prevent third parties from infringing upon, misappropriating or otherwise violating intellectual property rights. In the event that products sold by the Company own or control, particularly in countries where the laws may not protect those rights as fully as in the UK, EU, the US and Canada. The Company may fail in enforcing its rights, in which case the Company’s competitors and other third parties may be permitted to use the Company’s therapies without payment to the Company.

In addition, litigation involving the Company’s licensed patents carries the risk that one or more of the Company’s licensed patents will be narrowed, held invalid (in whole or in part, on a claim-by-claim basis) or held unenforceable. Such an adverse court ruling could allow third parties to commercialize the Company’s therapies, and then compete directly with the Company, without payment to the Company.

If the Company were to initiate legal proceedings against a third party to enforce a patent covering one of the Company’s investigational therapies, the defendant could counterclaim that the Company’s patent is invalid or unenforceable. In patent litigation in the UK, EU, the US or Canada, defendant counterclaims alleging invalidity or unenforceability are commonplace. A claim for a validity challenge may be based on failure to meet any of several statutory requirements, for example, lack of novelty, obviousness or non-enablement. A claim for unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the UK Intellectual Property Office, European Patent Office, the USPTO, the CIPO or made a misleading statement, during prosecution. Third parties

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may also raise challenges to the validity of the Company’s patent claims before administrative bodies in the US or abroad, even outside the context of litigation. Such mechanisms include re-examination, post-grant review, inter partes review, interference proceedings, derivation proceedings, and equivalent proceedings in foreign jurisdictions (i.e., opposition proceedings). Such proceedings could result in the revocation of, cancellation of, or amendment to the Company’s patents in such a way that they no longer cover the Company’s current or any future therapeutic candidates. The outcome following legal assertions of invalidity and unenforceability during patent litigation or other proceedings is unpredictable. With respect to the validity question, for example, the Company cannot be certain that there is no invalidating prior art, of which the Company and the patent examiner were unaware during prosecution. If a defendant or third party were to prevail on a legal assertion of invalidity or unenforceability, the Company would lose at least part, and perhaps all, of the patent protection on the Company’s current or one or more of any future therapeutic candidates. Such a loss of patent protection could have a material adverse impact on the Company’s business financial condition, results of operations, and prospects. Further, litigation could result in substantial costs and diversion of management resources, regardless of the outcome, and this could harm the Company’s business and financial results.

Third-Party Licences

A substantial number of patents have already been issued to other biotechnology and pharmaceutical companies. To the extent that valid third-party patent rights cover the Company’s products or services, the Company or its strategic collaborators would be required to seek licences from the holders of these patents in order to manufacture, use or sell these products and services and payments under them would reduce the Company’s profits from these products and services. The Company is currently unable to predict the extent to which it may wish or be required to acquire rights under such patents, the availability and cost of acquiring such rights and whether a licence to such patents will be available on acceptable terms or at all. There may be patents in the U.S. or in foreign countries or patents issued in the future that are unavailable to licence on acceptable terms. The Company’s inability to obtain such licences may hinder or eliminate its ability to manufacture and market its products.

Further, if the Company obtains third-party licences but fails to pay annual maintenance fees, development and sales milestones, or it is determined that the Company does not use commercially reasonable efforts to commercialize licensed products, the Company could lose its licences which could have a material adverse effect on its business and financial condition.

Periodic maintenance and annuity fees on any issued patent are due to be paid to the UK Intellectual Property Office, the European Patent Office, the USPTO, the CIPO and foreign patent agencies in several stages over the lifetime of the patent. The European Patent Office, the USPTO, the CIPO and various foreign governmental patent agencies also require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. In certain circumstances, the Company may rely on collaboration partners to pay these fees due to US and comparable foreign patent agencies and take the necessary action to comply with such requirements with respect to the Company’s intellectual property. While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or

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complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application include failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. If the Company, its licensors or collaboration partners fail to maintain the patents and patent applications covering the Company’s investigational therapies, third parties, including its competitors might be able to enter the market with similar or identical therapies or technologies, which would have a material adverse effect on the Company’s business, financial condition, results of operations, and prospects.

FINANCIAL AND ACCOUNTING RISKS

Substantial Number of Authorized but Unissued Common Shares

The Company has an unlimited number of Common Shares that may be issued by the Company board without further action or approval of the Shareholders. While the Company board will be required to fulfill its fiduciary obligations in connection with the issuance of such Common Shares, the Common Shares may be issued in transactions with which not all of the shareholders of the Company agree, and the issuance of such Common Shares will cause dilution to the ownership interests of the shareholders of the Company.

Dilution

The Company may issue additional Common Shares in subsequent offerings (including through the sale of securities convertible into or exchangeable for Common Shares) and on the exercise of stock options or other securities exercisable for Common Shares. The Company cannot predict the size of future issuances of Common Shares or the effect that future issuances and sales of Common Shares will have on the market price of the Common Shares. Issuances of a substantial number of additional Common Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for the Common Shares. With any additional issuance of Common Shares, investors will suffer dilution to their voting power and the Company may experience dilution in its earnings per share.

Negative Cash Flow from Operating Activities

The Company has had negative cash flow from operating activities since inception. Drug development involves long lead times, is very expensive and involves many variables of uncertainty. As such, significant capital investment will be required to achieve the Company’s existing plans. The Company’s net losses have had and will continue to have an adverse effect on, among other things, shareholder equity, total assets and working capital. The Company expects that losses may fluctuate from quarter to quarter and year to year, and that such fluctuations may be substantial based on the stage of development of its principal programs. The Company cannot predict when it will become profitable, if at all. Accordingly, the Company may be required to obtain additional financing in order to meet its future cash commitments.

Additional Capital Requirements

As a research and development company, the Company expects to spend substantial funds to continue the research, development and testing of its prescription drug product candidates and to prepare to commercialize products subject to applicable regulatory approval. Substantial additional financing may be required if the Company is to be successful in continuing to develop its business and its products. No

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assurances can be given that the Company will be able to raise the additional capital that it may require for its anticipated future development. Any additional equity financing may be dilutive to investors and debt financing, if available, may involve restrictions on financing and operating activities. There is no assurance that additional financing will be available on terms acceptable to the Company, if at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or anticipated expansion. The Company’s ability to successfully raise additional capital and maintain liquidity may by impaired by factors outside of its control, such as a shift in consumer attitudes towards certain therapeutic methods or a downturn in the economy.

Heightened regulatory scrutiny could have a negative impact on the Company’s ability to raise capital. The Company’s business activities rely on developing laws and regulations in multiple jurisdictions. It is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed, or whether any proposals will become law. The regulatory uncertainty surrounding the Company’s current or any future products may adversely affect the Company’s business and operations, including without limitation, the Company’s ability to raise additional capital.

In addition, the Company may encounter unforeseen expenses, difficulties, complications, delays and other known or unknown factors in achieving its business objectives. The Company will eventually need to transition from a company with a development focus to a company capable of supporting commercial activities. The Company may not be successful in such a transition.

Lack of Significant Product Revenue

To date, the Company has generated little product revenue and cannot predict when and if it will generate significant product revenue. The Company’s ability to generate significant product revenue and ultimately become profitable depends upon its ability, alone or with partners, to successfully develop its prescription drug product candidates, obtain regulatory approval and commercialize products, including any of its current prescription drug product candidates or other prescription drug product candidates that it may develop, in-license or acquire in the future. The Company does not anticipate generating revenue from the sale of products for the foreseeable future. The Company expects its research and development expenses to increase in connection with its ongoing activities, particularly as it advances its prescription drug product candidates through clinical trials.

Estimates or Judgments Relating to Critical Accounting Policies

The preparation of financial statements in conformity with the International Financial Reporting Standards requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, as provided in the notes to the financial statements of the Company, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. The Company’s operating results may be adversely affected if the assumptions change or if actual circumstances differ from those in the assumptions, which could cause its operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the share price of the Company. Significant assumptions and estimates used in preparing the financial statements include those related to income tax credits receivable, share based payments, impairment of non-financial assets, fair value of biological assets, as well as cost recognition.

Inadequate Internal Controls

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If the Company fails to maintain an effective system of internal controls, the Company might not be able to report its financial results accurately or prevent misstatement; and in that case, the Company’s shareholders could lose confidence in its financial reporting, which would harm its business and could negatively impact the value of its shares. While the Company believes that it has sufficient personnel and review procedures to allow it to maintain an effective system of internal controls, there can be no assurance that the Company will always successfully detect misstatements or implement necessary improvements in a timely fashion.

RISKS RELATED TO THE COMMON SHARES

Market for the Common Shares

There can be no assurance that an active trading market for the Common Shares will develop or, if developed, that any market will be sustained. The Company cannot predict the prices at which the Common Shares will trade. Fluctuations in the market price of the Common Shares could cause an investor to lose all or part of its investment in Common Shares. Factors that could cause fluctuations in the trading price of the Common Shares include: (i) announcements of new offerings, products, services or technologies; commercial relationships, acquisitions or other events by the Company or its competitors; (ii) price and volume fluctuations in the overall stock market from time to time; (iii) significant volatility in the market price and trading volume of companies commercializing psychedelic pharmaceuticals; (iv) fluctuations in the trading volume of the Common Shares or the size of the Company’s public float; (v) actual or anticipated changes or fluctuations in the Company’s results of operations; (vi) whether the Company’s results of operations meet the expectations of securities analysts or investors; (vii) actual or anticipated changes in the expectations of investors or securities analysts; (viii) litigation involving the Company, its industry, or both; (ix) regulatory developments; (x) general economic conditions and trends; (xi) major catastrophic events; (xii) escrow releases, sales of large blocks of the Common Shares; (xiii) departures of key employees or members of management; or (xiv) an adverse impact on the Company from any of the other risks cited herein.

Significant Sales of the Common Shares

Although Common Shares held by existing shareholders of the Company will be freely tradable under applicable securities legislation, the Common Shares held by the Company’s directors, executive officers, Control persons and certain other securityholders may be subject to contractual lock-up restrictions and may also be subject to escrow restrictions pursuant to the policies of the Exchange. Sales of a substantial number of the Common Shares in the public market after the expiry of lock-up or escrow restrictions, or the perception that these sales could occur, could adversely affect the market price of the Common Shares and may make it more difficult for investors to sell Common Shares at a favourable time and price.

Volatile Market Price for the Common Shares

The securities market in Canada has experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. It may be anticipated that any market for the Common Shares will be subject to market trends generally, notwithstanding any potential success of the Company. The value of the Common Shares distributed hereunder will be affected by such volatility.

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The volatility of the Common Shares may affect the ability of holders to sell the Common Shares at an advantageous price or at all. Market price fluctuations in the Common Shares may be adversely affected by a variety of factors relating to the Company’s business, including fluctuations in the Company’s operating and financial results, such results failing to meet the expectations of securities analysts or investors and downward revisions in securities analysis’ estimates in connection therewith, sales of additional Common Shares, governmental regulatory action, adverse change in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by the Company or its competitors, along with a variety of additional factors, including, without limitation, those set forth under the heading “Cautionary Note Regarding Forward-Looking Information”. In addition, the market price for securities on stock markets, including the Exchange is subject to significant price and trading fluctuations. These fluctuations have resulted in volatility in the market prices of securities that often has been unrelated or disproportionate to changes in operating performance. These broad market fluctuations may materially adversely affect the market price of the Company.

Additionally, the value of the Common Shares is subject to market value fluctuations based upon factors that influence the Company’s operations, such as legislative or regulatory developments, competition, technological change and changes in interest rates or foreign exchange rates. There can be no assurance that the market price of the Common Shares will not experience significant fluctuations in the future, including fluctuations that are unrelated to the Company’s performance.

Tax Issues

There may be income tax consequences in relation to the Common Shares, which will vary according to circumstances. Independent advice from tax and legal advisers should be obtained.

No Dividends

The Company’s current policy is, and will be, to retain earnings to finance the development and enhancement of its products and to otherwise reinvest in the Company. Therefore, the Company does not anticipate paying cash dividends on the Common Shares in the foreseeable future. The Company’s dividend policy will be reviewed from time to time by the Board in the context of its earnings, financial condition and other relevant factors. Until the time that the Company does pay dividends, which it might never do, its shareholders will not be able to receive a return on their Common Shares unless they sell them.

DIVIDEND AND DISTRIBUTIONS

The Company does not currently intend to declare any dividends payable to the holders of the Common Shares. The Company has no restrictions on paying dividends, but if the Company generates earnings in the foreseeable future, it expects that they will be retained to finance growth. The Board will determine if and when dividends should be declared and paid in the future based upon the Company’s financial position at the relevant time.

DESCRIPTION OF CAPITAL STRUCTURE

As of the date of this AIF, the authorized share capital of the Company consists of an unlimited number of Common Shares of which 759,692,495are issued and outstanding, and an unlimited number of preferred shares, issuable in series, none of which are issued and outstanding.

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In addition, the Company has agreed to issue Common Shares in connection with the Adelia Transaction. The Common Shares are issuable upon exchange of Class B Shares in the capital of Cybin U.S. on the basis of 10 Common Shares for 1 Class B Share, subject to customary adjustments. The Adelia Shareholders are also entitled to Class B Shares upon the occurrence of certain milestones. No Class B Shares were exchangeable prior to the first anniversary of closing of the Adelia Transaction, and not more than: (i) 33 1/3% of the Class B Shares were exchangeable prior to the second anniversary of the Adelia Transaction; and (ii) 66 2/3% of the Class B Shares were exchangeable prior to the third anniversary of the Adelia Transaction. Currently, 100% of the Class B Shares are exchangeable. As at March 31, 2024, 36,084.7 Class B Shares were outstanding and are exchangeable for a total of 360,847 Common Shares. As of the date of this AIF, all of the milestones have been completed and 1,591,625.3Class B Shares, have been issued to the Adelia Shareholders, with 1,555,540.6 of the Class B Shares having been exchanged into Common Shares. For further information see “General Development of the Business – Three Year History” and “Prior Sales – Exchangeable Securities”.

Holders of Common Shares are entitled to one vote for each Common Share held at all meetings of shareholders of the Company, to receive dividends if, as and when declared by the Board, and to participate ratably in any distribution of property or assets upon the liquidation, winding-up or other dissolution of the Company. The Common Shares carry no pre-emptive rights, conversion or exchange rights, or redemption, retraction, repurchase, sinking fund or purchase fund provisions. There are no provisions requiring a holder of Common Shares to contribute additional capital, and no restrictions on the issuance of additional securities by the Company. There are no restrictions on the repurchase or redemption of Common Shares by the Company except to the extent that any such repurchase or redemption would render the Company insolvent.

The aim of the Equity Incentive Plan is to attract and retain employees, directors and consultants, and to ensure that interests of key persons are aligned with the success of the Company and its affiliates. The maximum number of options to purchase Common Shares reserved for issuance under the Equity Incentive Plan pursuant to options not intended as incentive stock options shall be 20% of the issued and outstanding Common Shares from time to time, on a non-diluted basis. The maximum number of Common Shares reserved for issuance under the Equity Incentive Plan pursuant to incentive stock options is 22,266,002, representing 10% of the issued and outstanding Common Shares as the date of adoption of the Equity Incentive Plan. For the avoidance of doubt, long-term incentive options are excluded from the Equity Incentive Plan maximum. Common Shares in respect of Options that have been exercised, cancelled, surrendered, or terminated or that expire without being exercised shall again be available for issuance under the Equity Incentive Plan.

MARKET FOR SECURITIES

Trading Price and Volume

Prior to the closing of the Transaction on November 5, 2020, the Common Shares were listed for trading on the TSXV. Trading on the TSXV was halted on June 29, 2020, in connection with the announcement of the Transaction. The Common Shares commenced trading on the Exchange following the completion of the Transaction on a post-Consolidation basis under the stock symbol “CYBN” on November 10, 2020, and were voluntarily de-listed from the TSXV. The following table sets forth, for the periods indicated, the reported high and low prices and the trading volume of the Common Shares on the Exchange and the NYSE American:

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CBOE Exchange Price Range
Month(1)	High ($)	Low ($)	Volume
April 2023	0.55	0.40	2,193,616
May 2023	0.46	0.35	1,899,880
June 2023	0.52	0.30	3,778,524
July 2023	0.70	0.49	4,373,988
August 2023	0.48	0.36	2,902,686
September 2023	0.95	0.41	9,786,623
October 2023	0.98	0.58	7,844,981
November 2023	0.91	0.55	8,461,375
December 2023	0.63	0.50	4,986,483
January 2024	0.60	0.45	5,534,287
February 2024	0.54	0.37	6,138,864
March 2024	0.72	0.42	12,145,967

Note:

(1)    Source: CBOE Exchange trading data as of the date of this AIF.

As the close of business on June 25, 2024, the date of this AIF, the price of the Common Shares as quoted by the Exchange was $0.36 per Common Share.

NYSE American Price Range
Month(1)	High (US$)	Low (US$)	Volume
April 2023	0.40	0.29	18,366,468
May 2023	0.35	0.26	26,443,776
June 2023	0.39	0.21	49,472,709
July 2023	0.53	0.37	54,877,677
August 2023	0.37	0.28	68,425,653
September 2023	0.72	0.30	147,886,989
October 2023	0.74	0.42	95,997,620
November 2023	0.66	0.40	91,114,131
December 2023	0.46	0.38	62,237,059
January 2024	0.45	0.34	75,594,426
February 2024	0.40	0.28	70,978,585
March 2024	0.52	0.31	181,116,104

Notes:

(1)    Source: NYSE as of the date of this AIF.

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As the close of business on June 25, 2024, the date of this AIF, the price of the Common Shares as quoted by the NYSE American was US$0.264 per Common Share.

Prior Sales

The following tables summarize details of the following securities that are not listed or quoted on a marketplace issued by the Company during the most recently completed financial year end:

Options

Date Granted	Number of Options	Exercise Price ($)	Expiry Date
June 29, 2023(1) & (2)	11,615,000	$0.44	June 30, 2028
September 26, 2023	975,000	$0.79	September 26, 2026
September 26, 2023(3)	235,000	$0.79	September 26, 2028
November 16, 2023	500,000	$0.715	November 16, 2026
November 16, 2023(4)	25,100,000	$0.715	November 16, 2028
March 20, 2024	20,000	$0.56	March 20, 2029
March 20, 2024(5)	67,400,000	$0.715	March 20, 2029

Notes:

(1)     On October 26, 2023, 170,000 options were terminated as a result of the optionee no longer being eligible under the Equity Incentive Plan.

(2)    On February 8, 2024, 135,000 options were terminated as a result of the optionee no longer being eligible under the Equity Incentive Plan.

(3)    On May 5, 2024, the Board determined that the grant of 135,000 of these Options did not achieve the goal of incentivizing the optionees in accordance with the Equity Incentive Plan and cancelled the options effective May 5, 2024.

(4)    On May 5, 2024, the Board determined that the grant of these 25,100,000 Options did not achieve the goal of incentivizing the optionees in accordance with the Equity Incentive Plan and cancelled the options effective May 5, 2024.

(5)    Following the grant, the Board determined that the grant of these 67,400,000 Options did not achieve their goal of incentivizing the optionees in accordance with the Equity Incentive Plan and cancelled the options effective March 20, 2024.

Warrants

Date Issued	Number of Warrants	Exercise Price ($)	Expiry Date
August 4, 2023(1)	24,264,706	US$0.40	August 4, 2028
November 14, 2023	66,666,667	US$0.51	May 14, 2029

Note:

(1)     101,000 Common Share purchase warrants were exercised in October 2023.

Exchangeable Securities:

During the year ended March 31, 2024, no additional Class B shares were issued. As of March 31, 2023, all Milestones were achieved, and all eligible Class B shares were issued.

DIRECTORS AND EXECUTIVE OFFICERS

The following table lists the names, municipalities of residence of the directors and officers of the Company, their positions and offices to be held with the Company, and their principal occupations during the past five years and the number of securities of the Company that are beneficially owned, directly or

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indirectly, or over which control or direction will be exercised by each. Each of the directors is elected to hold office until the next annual meeting of the shareholders of the Company or until a successor is duly elected or appointed.

Name, Municipality of Residence and Position Held	Principal Occupation for the Past Five Years	Appointed as of	Number and Percentage of Securities Beneficially Owned or Controlled
Douglas Drysdale, Falmouth, Massachusetts, United States Chief Executive Officer	Chief Executive Officer, Cybin President and Chief Executive Officer, Tedor Pharma Inc.	November 2020	38,000(5) (0.01%)
Greg Cavers, Toronto, Ontario, Canada Chief Financial Officer	Chief Financial Officer, Cybin Interim Chief Financial Officer, LottoGopher Holdings Inc. Director of Finance, Ontario Securities Commission	November 2020	40,000(6) (0.01%)
Gabriel Fahel, Ottawa, Ontario, Canada Chief Legal Officer	Chief Legal Officer, Cybin Legal Counsel, Government of Canada	November 2020	287,700(7) (0.04%)
Aaron Bartlone Atlanta, Georgia, United States, Chief Operating Officer	Chief Operating Officer, Cybin Chief Quality, Safety & Risk Officer, UCB Inc.	July 1, 2023	701,070(8) (0.09%)
Alex Nivorozhkin Boston, Massachusetts, United States Chief Scientific Officer	Chief Scientific Officer, Cybin Chief Executive Officer, Adelia Therapeutics, Inc.	December 2020	5,250,682(9) (0.69%)

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Paul Glavine, Toronto, Ontario, Canada Director and Chief Growth Officer	Chief Growth Officer, Cybin Former Chief Operating Officer and Chief Executive Officer, Cybin Managing director, Global Canna Labs Limited and Truverra	November 2020	11,242,407(10) (1.48%)
Eric So(2)(3), Toronto, Ontario, Canada Director and President	President of Cybin Managing Director, Trinity Venture Partners President, Growpacker	November 2020	11,572,411(11) (1.52%)
Theresa Firestone(1)(3)(4) Toronto, Ontario, Canada Director	Senior Vice President, Shoppers Drug Mart	August 2021	40,250(12) (0.01%)
Grant Froese(1)(2), Toronto, Ontario, Canada Director	Director, Greywolf Management Services Inc. Director and CEO Harvest One Cannabis Inc.	November 2020	Nil(13)
Eric Hoskins(1)(3), Toronto, Ontario, Canada Director	Partner, Maverix Private Equity	November 2020	100,000(14) (0.01%)
Mark Lawson(1)(2)(3), Toronto, Ontario, Canada Director	Managing Partner, Clermont Capital Partners Inc.	November 2020	114,996(15) (0.02%)
George Tziras London, United Kingdom Director and Chief Business Officer	Chief Business Officer, Cybin CEO, Small Pharma Limited	October 2023	1,294,747(16) (0.17%)

Notes:

(1)     Member of the Audit Committee.

(2)    Member of the Compensation Committee.

(3)    Member of Governance and Nominating Committee.

(4)    Lead independent director

(5)    Excludes 2,750,000 Options to acquire 2,750,000 Common Shares.

(6)    Excludes 1,400,000 Options to acquire 1,400,000 Common Shares.

(7)     Mr. Fahel holds 124,000 Common Shares directly as well as 50,000 Common Shares indirectly through Imeix Inc., and holds or controls 113,700 Common Shares through registered family accounts. Excludes 1,350,000 Options to acquire 1,350,000 Common Shares.

(8)    Excludes 1,200,000 Options to acquire 1,200,000 Common Shares.

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(9)    Excludes 780,000 Options to acquire 780,000 Common Shares.

(10)    Mr. Glavine holds 1,716,666 Common Shares directly as well as 8,775,741 Common Shares indirectly through PLG Family Trust, and controls 750,000 Common Shares indirectly through his spouse. Excludes 4,000,000 Warrants to acquire 4,000,000 Common Shares and 480,000 Options to acquire 480,000 Common Shares.

(11)    Mr. So holds 1,716,666 Common Shares directly as well as 7,855,744 Common Shares indirectly through So Family Trust – 2017, and controls 2,000,000 Common Shares indirectly through his spouse. Excludes 4,000,000 Warrants to acquire 4,000,000 Common Shares and 480,000 Options to acquire 480,000 Common Shares.

(12)    Excludes 195,000 Options to acquire 195,000 Common Shares.

(13)    Excludes 195,000 Options to acquire 195,000 Common Shares and 750,000 Warrants to acquire 750,000 Common Shares.

(14)    Excludes 195,000 Options to acquire 195,000 Common Shares and 1,150,000 Warrants to acquire 1,150,000 Common Shares

(15)    Excludes 200,000 Options to acquire 200,000 Common Shares.

(16)    Excludes 750,000 Options to acquire 750,000 Common Shares.

As of the date of this AIF, all promoters, directors, officers and insiders, as a group, beneficially own, directly or indirectly, an aggregate of 30,682,263 Common Shares on a non-diluted basis, representing 4.04% of the Company’s capitalization on a fully diluted basis.

Board of Directors & Management

Douglas Drysdale, Chief Executive Officer, Age 53

Douglas Drysdale is the Chief Executive Officer of the Company. Mr. Drysdale has more than 30 years of experience in the health care sector. As a skillful corporate director, in early 2014, Mr. Drysdale led the recapitalization of a NASDAQ-listed pharmaceutical company, Pernix Therapeutics Inc., raising $65 million. Within the first year of taking the helm as Chairman and CEO, Mr. Drysdale rebuilt the management team and board of directors, and built a 220-person sales team, complete with supporting functions (marketing, sales training, sales operations, and analytics). Mr. Drysdale’s efforts grew the company’s enterprise value exponentially from $80 million to around $800 million. Under Mr. Drysdale’s leadership, the pharmaceutical company raised $465 million of capital. Mr. Drysdale was also the founding CEO of Alvogen in 2008, leading the company from inception through an expansion to 35 countries and revenues of approximately $500 million in 5 years. 

Earlier in his career, Mr. Drysdale served as Head of M&A at Actavis Group, leading 15 corporate acquisitions across three continents, between 2004 and 2008, including a high-profile public hostile takeover attempt in Central Eastern Europe. Over this period, Mr. Drysdale raised approximately $3 billion of capital and managed lending syndicates, including over 25 banks, to fund its growth. Actavis was sold to Watson Pharmaceuticals in 2012 for €4.25 billion.

Greg Cavers, Chief Financial Officer, Age 54

Greg Cavers has over 20 years’ experience specializing in transforming and revitalizing corporate finance departments. Mr. Cavers has experience in service operations in varying stages of growth; leading business unit start-ups, restructuring, system implementations and merger integrations while increasing profitability, minimizing risk and dedicated to meeting financial reporting, IFRS; as well as regulatory reporting OSFI, MFDA requirements.

Gabriel Fahel, Chief Legal Officer and Corporate Secretary, Age 49

Gabe Fahel brings extensive experience in corporate commercial matters and government relations with more than 25 years as counsel with law firms, private and public companies, and government and non-governmental organizations. Gabe has a broad range of experience managing multijurisdictional and multidisciplinary teams in fast-paced and politically charged

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environments. He has been engaged in complex and intractable areas of international law and advanced novel legal issues of law before every level of court in Canada, including the Supreme Court of Canada. Gabe is also a founding board member of PsyCan (The Canadian Psychedelic Businesses Association).

Paul Glavine, Director and Chief Growth Officer, Age 35

Paul Glavine is a Co-founder, the Chief Growth Officer, and a Director of the Company, with extensive expertise as a serial entrepreneur and investor in the biotech and life sciences sectors. As the founding CEO of Cybin, he has been instrumental in advancing psychedelic therapeutics. Additionally, he co-founded Truverra, which focuses on cannabinoid-based therapies for pain management, which was acquired by Supreme Cannabis Company. Over the past six years, Paul has successfully raised and completed financings and mergers & acquisitions totaling over $450 million.

Eric So, Director and President, Age 47

Eric So is a Co-founder and President of the Company. He is a veteran owner and operator of various public and private companies over the last 15 years and has led C-level corporate strategy, development and finance at all stages of the business life cycle from start-up to high growth and multinational. He began his career practicing in the areas of corporate commercial, securities, finance and mergers and acquisitions at Torys LLP.

Aaron Bartlone, Chief Operation Officer, Age 57

Aaron Bartlone is an accomplished and highly regarded biopharmaceutical executive with an impressive track record of driving disruptive therapies to worldwide markets. Prior to joining the Company, Aaron served UCB for 12 years as Senior Vice President of Quality Assurance, Patient Safety and Enterprise Risk Management, where he delivered functional results, clinical pipeline progression and regulatory marketing approvals for products in neurology, gastroenterology and immunology. Aaron also served as President of the US Commercial Operations where he delivered double-digit growth on a +US$2 billion P&L while concurrently restructuring the business units and supporting compliance infrastructure. Before UCB, Aaron spent 14 years with Eli Lilly & Company across a myriad of US and global roles spanning Quality Assurance, Regulatory Affairs and CMC Product Development, where he drove successful neurology, oncology, diabetes, and cardiovascular drug candidates and combination products through the clinical phases to global markets. Aaron holds a bachelor’s degree in Chemistry & Mathematics from Youngstown State University and a master’s degree in Analytical Chemistry from the University of Notre Dame.

Alex Nivoroshkin, Chief Scientific Officer, Age 64

Alex Nivorozhkin is an entrepreneur and a team builder in life sciences’ arena with vast experience and track record in early tech transfer and development. He was a co-founding member of Boston BioCom LLC, a biopharma company funded by a seed investment from Pfizer; Neo-Advent Technologies LLC, a company involved in novel drug delivery and drug formulation platforms; Amorsa Therapeutics LLC that developed new ketamine analogs and formulations for treatment of depression first in partnership with J&J and later acquired by a publicly traded pharmaceutical company; and Adelia. Alex has gained

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substantial experience in the commercial aspects of drug discovery and development at Epix Medical and Inotek Pharmaceuticals where he served as the Head of Medicinal Chemistry. He was as a Senior Program Manager at the Center of Integration of Medicine and Innovative Technologies (CIMIT) at Massachusetts General Hospital, a consortium of the Harvard Medical School-affiliated hospitals and MIT aimed at developing new medical devices, and a Scientific Programs Officer at Adelson Medical Research Foundation. He is a lead inventor of multiple drug candidates that advanced to clinical trials in the United States, a co-author of over 60 scientific publications in different areas of chemistry, chemical biology, and material sciences, and holds more than fifty patents. Alex received a Ph.D. in Physical Organic Chemistry from Rostov University and conducted his postdoctoral research at the University Paris-Sud, France, and at the Department of Chemistry and Chemical Biology, Harvard University. He is a member of the American Chemical Society, American Association of the Pharmaceutical Sciences and served as a chair of the Formulation and Drug Delivery Committee of the Massachusetts Biotechnology Council.

George Tziras, Chief Business Officer, Age 43

Mr. Tziras has over 15 years of experience in investment banking and international capital markets having worked at a number of global financial institutions including Goldman Sachs, Credit Suisse, Nomura, Lehman Brothers and CIBC. Mr. Tziras has worked on a broad range of transactions including debt and equity financings; mergers, disposals and acquisitions; private equity buyouts and debt restructurings. He has also worked across a number of industries, including healthcare. Mr. Tziras holds a BA degree from the University of Oxford and a MA degree from Johns Hopkins. Mr. Tziras Joined Small Pharma Inc in 2021 as Chief Business Officer and on July 20, 2022, transitioned to Chief Executive Officer of Small Pharma Inc until it was acquired by the Company on October 23, 2023. Mr. Tziras has been a director of Small Pharma Ltd (now renamed to Cybin UK Ltd.) since 2015. Mr Tziras joined Cybin on October 24, 2023 as a Director and Chief Business Officer.

Theresa Firestone, Director, Age 68

Ms. Theresa Firestone is a senior healthcare executive with over 35 years experience in pharmaceuticals, health & wellness and government and has extensive P&L, strategy development and operations expertise. Ms. Firestone has held executive leadership positions in Canada, Europe and Asia and led teams in 15 different countries. Prior to retirement in 2021, she was Senior Vice President, Health and Wellness at Shoppers Drug Mart (SDM), Canada’s largest retail pharmacy chain. Prior to Shoppers, Ms. Firestone was Regional President of Emerging Markets Asia with Pfizer Inc (Shanghai and HK). She was also General Manager of the Established Products Business Unit, Pfizer Canada, Country Manager, Pfizer Austria, VP Sales and VP of Government Affairs with Pfizer Canada. She currently sits on the Boards of Apotex, Orion Biotechnology and Prollenium Medical Technologies (private enterprises).

Grant Froese, Director, Age 62

Grant Froese completed a 38-year career with Canadian retail giant Loblaw Companies Limited where he last served as Chief Operating Officer until his retirement. During his career at Loblaw, he led operations, merchandising and had oversight of supply chain, ecommerce, and marketing functions. After retirement Grant was the CEO of Harvest One /Delivra Health Brands until 2020.  Currently, Grant is the principal consultant at Grey Wolf Management Services Inc. and sits on the board of several companies.

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Eric Hoskins, Director, Age 63

Dr. Eric Hoskins is a Partner at Maverix Private Equity. He is the former Ontario Health Minister (2014-2018) responsible for one of the largest health care systems in North America. He is a former elected Member of Ontario Provincial Parliament holding Cabinet positions in Health, Economic Development and Trade, Children and Youth Services, and Immigration. Dr. Hoskins is a physician and public health specialist with more than thirty years’ experience in health care and public policy.

Mark Lawson, Director, Age 51

Mark Lawson is a private equity and investment banking executive with over 20 years of experience in Canada, the United States, and in the emerging markets. He is currently the Head of Carbon Acquisition for Invert, a company that funds global carbon reduction and removal projects. From 2008 to 2023 Mr. Lawson was the Managing Partner of Clermont Capital Partners, a Toronto based merchant bank and advisory firm focused on the technology and healthcare sectors. From 2004 to 2008 he was an investment banker with Morgan Stanley in New York, where he was involved in the execution of over $6 billion worth of mergers and acquisitions, $8 billion worth of debt offerings and $500 million of equity financings in the healthcare, technology, and telecom sectors. Mr. Lawson is also currently a director of various publicly traded companies in North America. Mr. Lawson received his Bachelor of Arts in Statistical Sciences from The University of Western Ontario, Canada and his MBA from The Richard Ivey School of Business, University of Western Ontario, Canada. Mr. Lawson is a member of the Economic Club of New York and is a Director of the Hugh and Ilene Lawson Charitable Organization.

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

Except as disclosed below, no director or executive officer of the Company is, as at the date of this AIF, or has been within the last ten years, a director, chief executive officer or chief financial officer of any company (including the Company) that:

(a)    was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, and which in all cases was in effect for a period of more than 30 consecutive days (an “Order”), which Order was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer of such company; or

(b)    was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer of such company.

To the knowledge of the Company, no director or executive officer of the Company or any shareholder holding a sufficient number of Common Shares to affect materially the control of the Company:

(a)    is, as at the date of this AIF, or has been within the last ten years, a director or executive officer of any company (including the Company) that, while that person was acting in

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that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

(b)    has, within the last ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his assets;

(c)    has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(d)    has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision regarding the Company.

Greg Cavers was the interim Chief Financial Officer of LottoGopher Holdings Inc. (“LottoGopher”), a CSE-listed company, until January 2020. Preceding his position, LottoGopher had been subject to a cease trade order on December 5, 2018 for failing to file interim financial report, management’s discussion and analysis and certification of the filings pursuant to NI 52-109.

The foregoing information, not being within the knowledge of the Company, has been furnished by the respective directors and executive officers.

CONFLICTS OF INTEREST

To the best of the Company’s knowledge, other than as disclosed herein, there are no known existing or potential material conflicts of interest between the Company and any directors or officers of the Company, except that certain of the directors and officers serve as directors, officers, promoters and members of management of other public companies and therefore it is possible that a conflict may arise between their duties as a director or officer of the Company and their duties as a director, officer, promoter or member of management of such other companies.

The directors and officers of the Company are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosures by directors of conflicts of interest and the Company will rely upon such laws in respect of any directors and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors or officers. All such conflicts will be disclosed by such directors or officers in accordance with the OBCA and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

To the Company’s knowledge, there are no legal proceedings or regulatory actions material to the Company to which it is a party, or has been a party to, or of which any of its property is or was the subject matter, and no such proceedings or actions are known by the Company to be contemplated.

There have been no penalties or sanctions imposed against the Company by a court or regulatory authority, and the Company has not entered into any settlement agreements before any court relating to

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provincial or territorial securities legislation or with any securities regulatory authority, in the three years prior to the date of this AIF.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as disclosed below and elsewhere in this AIF no director, executive officer or unitholder or shareholder that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the voting securities of the Company, or any of their respective Associates or affiliates, has any material interest, direct or indirect, in any transaction within the three years before the date of this AIF which has materially affected or is reasonably expected to materially affect the Company or a subsidiary of the Company.

AUDITOR, TRANSFER AGENT AND REGISTRAR

Odyssey Trust Company, at its Calgary, Alberta office acts as the Company’s transfer agent and registrar and Zeifmans LLP, at its Toronto, Ontario office acts as the Company’s auditor.

MATERIAL CONTRACTS

Material contracts of the Company, other than contracts entered into in the ordinary course of business, that were entered into within the last financial year or before the last financial year but is still in effect:

(a)    Contribution Agreement;

(b)     Support Agreement;

(d)    Warrant Indenture;

(e)    LPC Purchase Agreement;

(f)    August 2023 Underwriting Agreement;

(g)    2023 Distribution Agreement;

(h)    Arrangement Agreement;    

(i)    November 2023 Underwriting Agreement; and

(j)    March 2024 Agency Agreement.

The Company’s material contracts described above are filed under the Company’s profile on SEDAR+ at www.sedarplus.ca.

INTERESTS OF EXPERTS

No person or corporation whose profession or business gives authority to a statement made by the person or corporation and who is named as having prepared or certified a part of this AIF or as having prepared or certified a report or valuation described or included in this AIF holds any beneficial interest, direct or indirect, in any securities or property of the Company or of an Associate or affiliate of the Company and no such person is expected to be elected, appointed or employed as a director, senior officer or employee of the Company or of an Associate or affiliate of the Company and no such person is a promoter of the Company or an Associate or affiliate of the Company. Zeifmans LLP is independent of the Company in accordance with the rules of professional conduct of the Institute of Chartered Professional Accountants of Ontario.

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AUDIT COMMITTEE

Audit Committee’s Charter

The charter (the “Charter”) of the Company’s Audit Committee is reproduced as Exhibit “A”.

Composition of Audit Committee

As at the date of this AIF, the Audit Committee is composed of Mark Lawson (Chair), Eric Hoskins, Theresa Firestone and Grant Froese, each of whom is a director of the Company.

All of the members of the Audit Committee are “independent” as such term is defined in National Instrument 52-110 – Audit Committees (“NI 52-110”). The Company is of the opinion that all three members of the Audit Committee are “financially literate” as such term is defined in NI 52-110.

Relevant Education and Experience

All the members of the Audit Committee have the education and/or practical experience required to understand and evaluate financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements.

Mark Lawson – Mr. Lawson was previously an investment banker with Morgan Stanley in New York where he was involved in the execution of over $6 billion worth of mergers and acquisitions, $8 billion worth of debt offerings and $500 million of equity financings in the healthcare, energy, technology, and media & telecom sector. He received his Bachelor of Arts in Statistical Sciences from The University of Western Ontario, Canada, and his MBA in Finance from The Richard Ivey School of Business, University of Western Ontario, Canada. Mr. Lawson was previously the Chief Financial Officer of a TSX Venture listed company.

Eric Hoskins – Dr. Hoskins served as the Minister of Health for Ontario for 4 years and was responsible for creating, overseeing and administering a $55 billion budget. He was also a member of the Ontario government Cabinet for ten years regularly reviewing and commenting on budgets and financial statements. Dr. Hoskins was the Chief Financial Officer of War Child Canada, a $20 million charity, for 8 years. Dr Hoskins is currently on the audit committee of Canada Health Infowa. He also has a degree in Health Economics and a ICD.D (Institute for Corporate Directors) diploma from the Rotman School of Management.

Theresa Firestone – Ms. Firestone is a senior healthcare executive with over 35 years experience in pharmaceuticals, health & wellness and government and has extensive P&L, strategy development and operations expertise. Ms. Firestone has held executive leadership positions in Canada, Europe and Asia and led teams in 15 different countries. Prior to retirement in 2021, she was Senior Vice President, Health and Wellness at Shoppers Drug Mart (SDM), Canada’s largest retail pharmacy chain. Ms Firestone is and has been a member of audit committees in public and private companies for a number of years and has had overall responsibility for numerous complex businesses including P&Ls, in Canada, Europe and Asia.

Grant Froese – Mr. Froese had a 38-year career with retail giant Loblaw Companies Limited, including 3 years as Chief Operating Officer responsible for all levels of operations and merchandising, as well as oversight of information technology, supply chain, digital/e-commerce, marketing and industry-leading control brands. In his capacity as Chief Operating Officer, Mr. Froese was responsible for financial

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budgeting, operational P/L and annual revenues of approximately $30 million. Mr. Froese served as Chief Executive Officer of Harvest One Cannabis Inc., where he was responsible for oversight of all aspects of the company’s production, operations and financial matters including, the review and approval of quarterly and annual financial statements, AIF, MD&A, and related corporate disclosures. Mr. Froese has a Diploma in Business Administration.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year have any recommendations by the Audit Committee respecting the nomination and/or compensation of the Company’s external auditors not been adopted by the board of directors.

Pre-Approval Policies and Procedures

Pursuant to the terms of the Audit Committee Charter, the Audit Committee shall pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company’s external auditor.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Company’s external auditors during the financial years ended March 31, 2024 and March 31, 2023 were as follows:

Financial Period Ending	Audit Fees ($)(1)	Audit Related Fees ($)(2)	Tax Fees ($)(3)	All Other Fees ($)(4)
2023	$335,376	Nil	$67,300	Nil
2024	$405,725	Nil	$73,746	$10,889

Notes:

(1)    “Audit Fees” includes fees necessary to perform the annual audit of the Company’s financial statements. These services include reviewing interim financial statements and disclosure documents related to financings and other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.     

(2)    “Audit-Related Fees” include services that are traditionally performed by the auditor.

(3)    “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4)    “All Other Fees” include all other non-audit services, the aggregate fees billed for products and services, other than the services reported under notes (1), (2) and (3) above.

COMPLIANCE PROGRAM

The Company oversees and monitors compliance with applicable laws in each jurisdiction in which it operates. In addition to the Company’s senior executives and the employees responsible for overseeing compliance, the Company has local counsel engaged in every jurisdiction in which it operates and has received legal opinions or advice in each of these jurisdiction regarding (a) compliance with applicable regulatory frameworks, and (b) potential exposure to, and implications arising from, applicable laws in jurisdictions where the Company has operations or intends to operate.

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The Company works with third parties who require regulatory licensing in order to handle scheduled drugs. The Company continuously updates its compliance and channel programs to maintain regulatory standards set for drug development. The Company also works with clinical research organizations who maintain batch records and data storage for the Company’s clinical programs.

Additionally, the Company has established a Medical & Clinical Advisory Team, a Research, Clinical and Regulatory Team and a Government Relations and Communications Team with cross-functional expertise in business, neuroscience, pharmaceuticals, mental health and psychedelics to advise management.

In conjunction with the Company’s human resources and operations departments, the Company oversees and implements training on the Company’s protocols. The Company will continue to work closely with external counsel and other compliance experts, and is evaluating the engagement of one or more independent third party providers to further develop, enhance and improve its compliance and risk management and mitigation processes and procedures in furtherance of continued compliance with the laws of the jurisdictions in which the Company operates.

The programs currently in place include monitoring by executives of the Company to ensure that all operations materially conform to and comply with required laws, regulations and operating procedures. The Company is currently in compliance with the laws and regulations in all jurisdictions and the related licencing framework applicable to its business activities.

The Company and, to its knowledge, each of its third-party researchers, suppliers and manufacturers have not received any non-compliance, citations or notices of violation which may have an impact on the Company’s licences, business activities or operations.

The Company conducts due diligence on third-party researchers, medical professionals, clinics, cultivators, processors and others as applicable, with whom it engages. Such due diligence includes but is not limited to the review of necessary licenses and the regulatory framework enacted in the jurisdiction of operation. Further, the Company generally obtains, under its contractual arrangements, representations and warranties from such third parties pertaining to compliance with applicable licensing requirements and the regulatory framework enacted in the jurisdiction of operation.

INSIDER TRADING POLICY AND CODE OF ETHICS AND BUSINESS CONDUCT

Insider Trading Policy

The Company has adopted an insider trading policy to set forth basic guidelines for trading in the Company’s securities (including, without limitation, its Common Shares) to avoid any situation that might have the potential to damage the Company’s reputation or which could constitute a violation of federal or provincial securities law by the Company, its officers, directors, employees, consultants, affiliates and certain family members of such individuals (“Insiders”). Under this policy, Insiders are prohibited from trading in Common Shares and other securities on the basis of material, non-public information relating to the Company until after the information has been disclosed to the public or during a blackout period.

The obligation not to trade on inside information applies not only to the Insiders, but also to persons who obtain such information from Insiders and use it to their advantage. Thus, liability may be imposed upon

127

the Company, its Insiders and also outsiders who are the source of leaks of material information not yet disclosed to the public and the leaks coincide with purchases or sales of the Company’s securities by such insiders, outsiders or by “tippees”.

In order to provide a degree of certainty as to when insider trading is permissible, the policy imposes mandatory blackout periods during the period commencing on the first day following the end of each fiscal quarter or year-end and ending at the close of business on the first trading day following the dissemination by the Company of such quarterly and annual results. In addition, no Insider is permitted to trade any securities of the Company until two trading days after the issuance of any news release in which material information is released to the public. The Company may, from time to time, issue a general blackout period for a specific or indefinite period covering Insiders or specific employees or groups.

The policy also outlines the Company’s reporting obligations for changes in Common Shares owned by Insiders as well as the penalties for violating such policy and applicable laws.

Code of Business Conduct

The Company has adopted a Code of Business Conduct (the “Code”). The Code sets forth standards designed to reasonably deter wrongdoing, promote honest and ethical conduct, promote prompt internal reporting of violations of the Code and promote accountability. All personnel, in discharging their duties, must comply with applicable laws and regulations, the rules of the stock exchange(s) on which the Common Shares are listed as well as the Company’s internal policies.

The Code sets the expectation that personnel learn about laws, rules and regulations that affect what they do at the Company, and raise any questions concerning the applicability, existence or interpretation of any law or regulation or conduct with their supervisor or the legal department of the Company. The Code prohibits personnel from making or participating in making any payments designed to cause or improperly influence the decisions of an individual, a company or a governmental official to act in a way that gives the Company or its personnel an advantage or soliciting, encouraging or actually receiving any bribe or other payment, contribution, gifts or favor that could influence your or another’s decision.

The Code encourages personnel to report any actual or suspected fraud or securities law violations to the Chief Compliance Officer. The Code mandates a safe work environment and a no tolerance policy towards harassment and violence in the workplace. The Code provides guidance on avoiding conflicts of interest and acting in the best interest of the Company. The Code also outlines the requirements or personnel as it relates to disclosure of Company information, confidentiality and maintaining the integrity of the Company’s books and records and intellectual property.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.cybin.com. Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, will be contained in the Company’s information circular for its most recent annual meeting of shareholders. Additional financial information is provided in the Company’s consolidated financial statements for the most recently completed financial year and the MD&A.

128

EXHIBIT “A”
AUDIT COMMITTEE CHARTER

CYBIN INC.

(the “Corporation”)

AUDIT COMMITTEE CHARTER

(Implemented pursuant to National Instrument 52-110 – Audit Committees)

National Instrument 52-110 – Audit Committees (the “Instrument”) relating to the composition and function of audit committees was implemented for reporting issuers and, accordingly, applies to every CBOE Canada listed company, including the Corporation. The Instrument requires all affected issuers to have a written audit committee charter which must be disclosed, as stipulated by Form 52-110F2, in the management information circular of the Corporation wherein management solicits proxies from the security holders of the Corporation for the purpose of electing directors to the board of directors.

This Charter has been adopted by the board of directors in order to comply with the Instrument and to more properly define the role of the Committee in the oversight of the financial reporting process of the Corporation. Nothing in this Charter is intended to restrict the ability of the board of directors or Committee to alter or vary procedures in order to comply more fully with the Instrument, as amended from time to time.

Part 1

Purpose:

The purpose of the Committee is to:

(a)    improve the quality of the Corporation’s financial reporting;

(b)    assist the board of directors to properly and fully discharge its responsibilities;

(c)    provide an avenue of enhanced communication between the directors and external auditors;

(d)    enhance the external auditor’s independence;

(e)    increase the credibility and objectivity of financial reports; and

(f)    strengthen the role of the directors by facilitating in depth discussions between directors, management and external auditors.

1.1Definitions

“accounting principles” has the meaning ascribed to it in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards;

A-1

“Affiliate” means a Corporation that is a subsidiary of another Corporation or companies that are controlled by the same entity;

“audit services” means the professional services rendered by the Corporation’s external auditor for the audit and review of the Corporation’s financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements;

“Charter” means this audit committee charter;

“Committee” means the committee established by and among certain members of the board of directors for the purpose of overseeing the accounting and financial reporting processes of the Corporation and audits of the financial statements of the Corporation;

“Control Person” means any individual or company that holds or is one of a combination of individuals or companies that holds a sufficient number of any of the securities of the Corporation so as to affect materially the control of the Corporation, or that holds more than 20% of the outstanding voting shares of the Corporation except where there is evidence showing that the holder of those securities does not materially affect the control of the Corporation;

“financially literate” has the meaning set forth in Section 1.2;

“immediate family member” means an individual’s spouse, parent, child, sibling, mother or father-in-law, son or daughter-in-law, brother or sister-in-law, and anyone (other than an employee of either the individual or the individual’s immediate family member) who shares the individual’s home;

“independent” means independent only as determined by both the Instrument and the CBOE Canada Listing Manual;

“Instrument” means National Instrument 52-110 – Audit Committees;

“MD&A” has the meaning ascribed to it in National Instrument 51-102;

“Member” means a member of the Committee;

“National Instrument 51-102” means National Instrument 51-102 - Continuous Disclosure Obligations; and

“non-audit services” means services other than audit services.

1.2Meaning of Financially Literate

For the purposes of this Charter, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

Part 2

1.1Audit Committee

A-2

The board of directors has hereby established the Committee for, among other purposes, compliance with the Instrument.

1.2Relationship with External Auditors

The Corporation will require its external auditor to report directly to the Committee and the Members shall ensure that such is the case.

1.3Committee Responsibilities

1.The Committee shall be responsible for making the following recommendations to the board of directors:

(a)the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation; and

(b)the compensation of the external auditor.

2.The Committee shall be directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting. This responsibility shall include:

(a)reviewing the audit plan with management and the external auditor;

(b)reviewing with management and the external auditor any proposed changes in major accounting policies, the presentation and impact of significant risks and uncertainties, and key estimates and judgements of management that may be material to financial reporting;

(c)questioning management and the external auditor regarding significant financial reporting issues discussed during the fiscal period and the method of resolution;

(d)reviewing any problems experienced by the external auditor in performing the audit, including any restrictions imposed by management or significant accounting issues on which there was a disagreement with management;

(e)reviewing audited annual financial statements, in conjunction with the report of the external auditor, and obtaining an explanation from management of all significant variances between comparative reporting periods;

(f)reviewing the post-audit or management letter, containing the recommendations of the external auditor, and management’s response and subsequent follow up to any identified weakness;

(g)reviewing interim unaudited financial statements before release to the public;

(h)reviewing all public disclosure documents containing audited or unaudited financial information before release, including any prospectus, the annual report and management’s discussion and analysis;

A-3

(i)reviewing the evaluation of internal controls by the external auditor, together with management’s response;

(j)reviewing the terms of reference of the internal auditor, if any;

(k)reviewing the reports issued by the internal auditor, if any, and management’s response and subsequent follow up to any identified weaknesses; and

(l)reviewing the appointments of the chief financial officer and any key financial executives involved in the financial reporting process, as applicable.

3.The Committee shall pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by the issuer’s external auditor.

4.The Committee shall review the Corporation’s financial statements, MD&A, and annual and interim earnings press releases before the Corporation publicly discloses this information.

5.The Committee shall ensure that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements, and shall periodically assess the adequacy of those procedures.

6.When there is to be a change of auditor, the Committee shall review all issues related to the change, including the information to be included in the notice of change of auditor called for under National Instrument 51-102, and the planned steps for an orderly transition.

7.The Committee shall review all reportable events, including disagreements, unresolved issues and consultations, as defined in National Instrument 51-102, on a routine basis, whether or not there is to be a change of auditor.

8.The Committee shall, as applicable, establish procedures for:

(a)the receipt, retention and treatment of complaints received by the issuer regarding accounting, internal accounting controls, or auditing matters; and

(b)the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters.

9.As applicable, the Committee shall establish, periodically review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the issuer.

10.The responsibilities outlined in this Charter are not intended to be exhaustive. Members should consider any additional areas which may require oversight when discharging their responsibilities.

1.4De Minimis Non-Audit Services

The Committee shall satisfy the pre-approval requirement in subsection (2.3(3)) if:

A-4

(a)the aggregate amount of all the non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the issuer and its subsidiary entities to the issuer’s external auditor during the financial year in which the services are provided;

(b)the Corporation or the subsidiary of the Corporation, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and

(c)the services are promptly brought to the attention of the Committee and approved by the Committee or by one or more of its Members to whom authority to grant such approvals has been delegated by the Committee, prior to the completion of the audit.

1.5Delegation of Pre-Approval Function

1.The Committee may delegate to one or more independent Members the authority to pre-approve non-audit services in satisfaction of the requirement in subsection (2.3(3)).

2.The pre-approval of non-audit services by any Member to whom authority has been delegated pursuant to subsection (2.5(1)) must be presented to the Committee at its first scheduled meeting following such pre-approval.

Part 3

1.1Composition

1.The Committee shall be composed of a minimum of three Members.

2.Every Member shall be a director of the issuer.

3.Every Member shall be independent.

4.Every Member shall be financially literate.

5.The board of directors of the Corporation shall appoint or re-appoint the Members after each annual meeting of shareholders of the Corporation.

Part 4

1.1Authority

Until the replacement of this Charter, the Committee shall have the authority to:

(a)engage independent counsel and other advisors as it determines necessary to carry out its duties;

(b)set and pay the compensation for any advisors employed by the Committee;

(c)communicate directly with the internal and external auditors; and

(d)recommend the amendment or approval of audited and interim financial statements to the board of directors.

A-5

Part 5

1.1Required Disclosure

The Corporation must include in its Annual Information Form the disclosure required by Form 52-110F1.

1.2Disclosure in Information Circular

If management of the Corporation solicits proxies from the security holders of the Corporation for the purpose of electing directors to the board of directors, the Corporation shall include in its management information circular a cross-reference to the sections in the Corporation’s Annual Information Form that contain the information required by section 5.1.

Part 6

1.1Meetings

1.Meetings of the Committee shall be scheduled to take place at regular intervals and, in any event, not less frequently than quarterly.

2.Opportunities shall be afforded periodically to the external auditor, the internal auditor and to members of senior management to meet separately with the Members.

3.Minutes shall be kept of all meetings of the Committee.

60710978.2

60710978.4

60710978.9

A-6

EX-99.2

Cybin Inc.

Consolidated Financial Statements

March 31, 2024 and 2023

Responsibility for Consolidated Financial Statements

The Company’s management is responsible for the integrity and fairness of presentation of these consolidated financial statements. The consolidated financial statements have been prepared by management, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, for approval by the Board of Directors.

Where necessary, management has made judgements and estimates in preparing the consolidated financial statements and such statements have been prepared within acceptable limits of materiality. Management maintains a system of internal accounting controls to ensure, on a reasonable and cost-effective basis, that the financial information is timely reported and is accurate and reliable in all material respects and that the Company’s assets are appropriately accounted for and adequately safeguarded.

A firm of independent Chartered Professional Accountants, Zeifmans LLP, appointed by the shareholders, audited the consolidated financial statements in accordance with Canadian generally accepted auditing standards and provided an independent professional opinion on the consolidated financial statements.

/s/ Doug Drysdale

Chief Executive Officer

June 25, 2024

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of Cybin Inc.

Opinion

We have audited the consolidated financial statements of Cybin Inc. and its subsidiaries (together, the “Company”), which comprise the consolidated statements of financial position as at March 31, 2024 and 2023, and the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at March 31, 2024 and 2023 and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards (“GAAS”). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audits of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements as at and for the year ended March 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter How are audit addressed the key audit matter

Acquisition of Small Pharma Inc. (“SP”) Refer to note 2 - Material accounting policy information and note 4 – Acquisition On October 23, 2024, Cybin completed the acquisition (the “Acquisition”) of SP and its wholly-owned subsidiary Small Pharma Ltd. The acquisition has been accounted for as a business combination using the acquisition method of accounting. The SP purchase price allocation (“PPA”) results in the recognition of intellectual property of $29.3 million and goodwill of $22.7 million. We considered this a key audit matter due to the subjectivity and complexity in performing procedures to test the key assumptions used by management in determining the purchase price allocation, which involved significant judgment by management.  Our approach to addressing the matter included the following procedures, among others: •We analyzed the Acquisition agreements to obtain an understanding of the key terms and conditions and to identify the necessary accounting considerations; •We obtained an understanding of management’s internal control process as it relates to the determination of key inputs and assumptions; •We tested the mathematical accuracy of management’s PPA model related to the Acquisition; •With the assistance of a valuation specialist, we evaluated the appropriateness of the methods used and the discounted cash flow model; •We assessed the reasonableness of the discount rates applied; •We performed a sensitivity analysis of the PPA model by developing a range of independent estimates of key assumptions; •We evaluated the adequacy and completeness of the disclosure in the consolidated financial statements including the assumptions used in the PPA model.

Assessment of impairment of goodwill and intangible assets Refer to note 2 – Material accounting policy information, note 6 - Intangible assets and note 8 - Goodwill In accordance with IAS 36, Impairment of Assets, management is required to test goodwill and intangible assets not yet available for use for impairment annually, or when facts and circumstances suggest they may be impaired. Goodwill arising from business combinations is allocated to each of the Company’s cash-generating units (“CGU”) that is expected to benefit from the synergies of the combination. The recoverable amount of the CGU to which the goodwill and intangible assets have been allocated is tested for impairment at the same time every year. As at March 31, 2024 the Company had goodwill of $47.5 million and intangible assets of $35.5 million before the impairment test. The annual impairment test has been performed as of March 31, 2024, and no impairment was recognized. For the purpose of the impairment test, the recoverable amount of the Company’s CGU has been determined by management based on an assessment of its value in use following a discounted cash flow approach over a period of thirteen years. Management made certain assumptions in determining the cash flow projections based on its internally approved budgets and include management’s best estimates of expected market conditions. The future cash flows used in the model are inherently uncertain and could materially change over time as a result of changes to the key assumptions estimated by management including revenue growth, discount rate, terminal growth rate, costs, future tax, risk premiums applicable to the CGU’s operations and future capital expenditure. We considered this a key audit matter due to the subjectivity and complexity in performing procedures to test the key assumptions used by management in determining the recoverable amount of the Company’s CGU, which involved significant judgment from management. Our approach to addressing the matter included the following procedures, among others: •We evaluated the appropriateness of the value-in-use method and discounted cash flow forecast models; •We reviewed the controls and methodology used to develop information for assessing the recoverable amount including the risk assessment process, and the nature and extent of oversight and governance over financial reporting; •We evaluated the assumptions applied to key inputs, such as forecasted revenues, gross margin, operating expenses, long-term growth rates and discount rates used by management in the discounted cash flow projection models and value-in-use determination; •We performed a retrospective review to compare management’s assumptions in the prior year’s expected future cash flows to the actual results to assess the Company’s budgeting process; •We tested the mathematical accuracy of management’s impairment model and supporting calculations; •With the assistance of a valuation specialist, we evaluated the reasonableness of the Company’s impairment model and the discount rates by comparing the Company’s weighted average cost of capital against publicly available market date; and •We assessed the appropriateness of the disclosure of the assumptions used in the impairment assessment in the notes to the consolidated financial statements.

Other Information

Management is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis (“MD&A”) but does not include the consolidated financial statements and our auditors’ report thereon.

Our opinion on the consolidated financial statements does not cover the MD&A and we do not express any form of assurance conclusion thereon.

In connection with our audits of the consolidated financial statements, our responsibility is to read the MD&A identified above and, in doing so, consider whether the MD&A is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits, or otherwise appears to be materially misstated.

We obtained the MD&A prior to the date of this auditors’ report. If, based on the work we have performed on this MD&A, we conclude that there is a material misstatement of this MD&A, we are required to report that fact in this auditors’ report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audits of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with GAAS, we exercise professional judgment and maintain professional skepticism throughout the audits. We also:

•Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

•Obtain an understanding of internal control relevant to the audits in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control.

•Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

•Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

•Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

•Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audits. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audits resulting in this independent auditors’ report is Laurence W. Zeifman, CPA, CA.

Toronto, Ontario     Chartered Professional Accountants

June 25, 2024     Licensed Public Accountants    

CYBIN INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(All amounts expressed in thousands of Canadian dollars)

As at	Notes	March 31, 2024	March 31, 2023
ASSETS
Current
Cash		208,992	16,633
Accounts receivable		4,476	3,050
Prepaid expenses		2,891	1,733
Other current assets		2,177	1,769
Total Current Assets		218,536	23,185
Non-current
Equipment	5	266	450
Intangible assets	6	35,465	5,470
Right-of-use asset	7	281	—
Goodwill	8	47,475	24,792
Total Non-Current Assets		83,487	30,712
TOTAL ASSETS		302,023	53,897
LIABILITIES
Current
Accounts payable and accrued liabilities		9,805	5,663
Lease liabilities	7	291	—
Total Liabilities		10,096	5,663
SHAREHOLDERS' EQUITY
Share capital	9	443,877	158,162
Contributed surplus		11,750	2,102
Options reserve	9	39,177	27,283
Warrants reserve	9	25,639	10,873
Accumulated other comprehensive loss		(2,285)	(2,035)
Deficit		(226,231)	(148,151)
TOTAL SHAREHOLDERS' EQUITY		291,927	48,234
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		302,023	53,897

Corporate information (note 1); Contracts, commitments and contingencies (note 13) Subsequent events (note 17)

The accompanying notes are an integral part of these consolidated financial statements.

These consolidated financial statements were approved for issue on June 25, 2024 by the board of directors and signed on its behalf by:

/s/ Paul Glavine Director                                 /s/ Eric So Director

CYBIN INC.

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts)

		For the year endedMarch 31,
	Notes	2024	2023
EXPENSES
Research	12	32,362	25,491
General and administrative costs	11	32,588	21,341
Share-based compensation	9	13,886	4,686
TOTAL EXPENSES		78,836	51,518
OTHER INCOME (EXPENSES)
Foreign currency translation gain (loss)		137	4,027
Interest income		619	603
Change in fair value of investments measured at fair value through profit or loss		—	(260)
Contingent consideration accretion		—	(13)
Change in fair value of contingent consideration		—	(329)
TOTAL OTHER INCOME (EXPENSES)		756	4,028
NET LOSS FOR THE YEAR		(78,080)	(47,490)
OTHER COMPREHENSIVE LOSS
Foreign currency translation differences for foreign operations		(250)	(1,669)
COMPREHENSIVE LOSS FOR THE YEAR		(78,330)	(49,159)
Basic loss per share for the year		(0.25)	(0.26)
Weighted average number of common shares outstanding - basic		315,300,042	185,428,767

The accompanying notes are an integral part of these consolidated financial statements.

CYBIN INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the years ended March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share amounts)

		Share capital		Reserves
	Note	Number of shares	Amount	Warrants	Options	Contributed surplus	Deficit	Accumulated other comprehensive loss	Total
		#	$	$	$	$	$	$	$
Balance as at March 31, 2022		175,111,654	141,451	11,423	23,783	525	(100,661)	(366)	76,155
At-the-market offering - net of share issuance costs		20,754,120	13,202	—	—	—	—	—	13,202
Shares issued on Adelia milestones	9	3,603,742	2,988	—	—	—	—	—	2,988
Warrants exercised	9	1,164,638	527	(165)	—	—	—	—	362
Options forfeited		—	—	—	(1,180)	1,180	—	—	—
Warrants expired		—	—	(397)	—	397	—	—	—
Finders' warrants	9	—	(6)	6	—	—	—	—	—
Share-based compensation	9	—	—	6	4,680	—	—	—	4,686
Unrealized loss on translation of foreign operations		—	—	—	—	—	—	(1,669)	(1,669)
Net loss for the year		—	—	—	—	—	(47,490)	—	(47,490)
Balance as at March 31, 2023		200,634,154	158,162	10,873	27,283	2,102	(148,151)	(2,035)	48,234
Share issuance net of share issuance costs	9	439,768,583	217,311	22,442	—	—	—	—	239,753
Share issuance on business acquisition	9	80,945,254	53,481	—	—	—	—	—	53,481
At-the-market offering - net of share issuance costs	9	34,140,507	14,700	—	—	—	—	—	14,700
Shares issued through LPC purchase agreement - net of share issuance costs	9	1,925,000	147	—	—	—	—	—	147
Issuance of common shares as commitment fee for equity financing	9	2,538,844	—	—	—	—	—	—	—
Options expired	9	—	—	—	(1,992)	1,992	—	—	—
Warrants exercised	9	101,000	76	(20)	—	—	—	—	56
Warrants expired	9	—	—	(7,656)	—	7,656	—	—	—
Share-based compensation	9	—	—	—	13,886	—	—	—	13,886
Unrealized loss on translation of foreign operations		—	—	—	—	—	—	(250)	(250)
Net loss for the year		—	—	—	—	—	(78,080)	—	(78,080)
Balance as at March 31, 2024		760,053,342	443,877	25,639	39,177	11,750	(226,231)	(2,285)	291,927

The accompanying notes are an integral part of these consolidated financial statements

CYBIN INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(All amounts expressed in thousands of Canadian dollars)

		For the year ended March 31,
	Notes	2024	2023
OPERATING ACTIVITIES
Net loss for the year		(78,080)	(47,490)
Adjustments for items not affecting cash:
Interest income		—	(18)
Depreciation and amortization	5, 6 & 7	424	251
Share-based compensation		13,886	4,686
Lease interest		8	—
Computer equipment write-down		18	—
Change in fair value of investments measured at fair value through profit or loss		—	260
Contingent consideration accretion		—	13
Change in fair value of contingent consideration		—	329
Unrealized foreign currency translation (gain)		(137)	(4,025)
		(63,881)	(45,994)
Net changes in non-cash working capital items:
Accounts receivable		(1,089)	(948)
Prepaid expenses		(986)	(462)
Other current assets		(408)	(428)
Accounts payable and accrued liabilities		(2,544)	401
Net cash flows used in operating activities		(68,908)	(47,431)
INVESTING ACTIVITIES
Cash acquired on acquisition	4	7,632	—
Purchase of intangible assets	6	(689)	(3,167)
Purchase of equipment	5	(21)	(142)
Net cash flows used in investing activities		6,922	(3,309)
FINANCING ACTIVITIES
Proceeds on issuance of common shares, net	9	254,600	13,202
Lease payments	7	(149)	—
Warrant exercise	9	56	362
Net cash flows from financing activities		254,507	13,564
Effects of exchange rate changes on cash		(162)	168
Net change in cash		192,359	(37,008)
Cash, beginning of year		16,633	53,641
Cash, end of year		208,992	16,633

The accompanying notes are an integral part of these consolidated financial statements.

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

1.    CORPORATE INFORMATION

Cybin Inc. (“Cybin”), was incorporated under the Business Corporations Act (British Columbia) on October 13, 2016. These consolidated financial statements include the accounts of Cybin’s eight subsidiaries (together with Cybin, the “Company”): Cybin Corp., Natures Journey Inc. (“Journey”), Serenity Life Sciences Inc. (“Serenity”), Cybin US Holdings Inc. (“Cybin US”), Adelia Therapeutics Inc. (“Adelia”) Cybin IRL Limited (“Cybin IRL”), Cybin UK Ltd., and Small Pharma Inc. (“Small Pharma”). Cybin’s head office, principal address and registered address and records office is 100 King Street West, Suite 5600, Toronto, Ontario M5X 1C9.

The Company is a biopharmaceutical company focused on advancing psychedelic-based therapies, delivery mechanisms, novel compounds and protocols as potential treatments for various psychiatric and neurological conditions. The Company is developing technologies and delivery systems aimed at improving the pharmacokinetics of its psychedelic-based molecules while retaining the therapeutic benefit. These new molecules and delivery systems are expected to be studied through clinical trials to confirm safety and efficacy.

These consolidated financial statements as at, and for the year ended, March 31, 2024 were approved and authorized for issue by the board of directors on June 25, 2024.

Stock exchange listings

Cybin’s common shares (“Common Shares”) are listed for trading on the Cboe Canada Exchange Inc. (“Cboe”) and NYSE American LLC under the symbol “CYBN” and on the Frankfurt Stock Exchange under the symbol “R7E1”.

2.    MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION

Statement of compliance

The Company’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

The policies applied to these consolidated financial statements are based on IFRS, which have been applied consistently to all periods presented. These consolidated financial statements were issued and effective as at June 25, 2024, the date the Board of Directors approved these consolidated financial statements.

The Company’s board of directors has the power to amend the consolidated financial statement after issuance.

Basis of measurement

These consolidated financial statements have been prepared on a going concern basis, under the historical cost convention, except for certain financial instruments classified at fair value upon initial recognition.

Page 12 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Functional and presentation currency

The functional currency of a company is the currency of the primary economic environment in which the company operates. The presentation currency for a company is the currency in which the company chooses to present its financial statements.

These consolidated financial statements are presented in Canadian dollars, the Company’s presentation currency. The subsidiaries’ functional currencies are as follows:

Entity	Currency	Ownership
Cybin Corp.	Canadian dollars	100%
Journey	Canadian dollars	100%
Serenity	Canadian dollars	100%
Cybin US1	Canadian dollars	100%
Adelia	U.S. dollars	100%
Cybin IRL	U.S. dollars	100%
Cybin UK Ltd.2	Great Britain pounds	100%
Small Pharma Inc. (“Small Pharma”)2	Canadian dollars	100%

1 For accounting purposes, Cybin US is a wholly-owned subsidiary of Cybin. Certain Former Adelia Shareholders (as defined below) hold Class B Shares (defined below) in Cybin US.

2 Cybin UK Ltd and Small Pharma Inc. which were acquired on October 23, 2023. Cybin UK Ltd. was formerly Small Pharma Ltd. and was a wholly-owned subsidiary of Small Pharma Inc.

On April 1, 2024 Small Pharma Inc was amalgamated with Cybin Corp.

Basis of consolidation

The Company consolidates entities which it controls. Control exists when the Company has the power, directly and indirectly to govern the financial and operating policies of an entity and be exposed to the variable returns from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Intercompany balances, and any unrealized gains and losses or income and expenses arising from transactions with controlled entities are eliminated to the extent of the Company’s interest in the entity.

Cash and cash equivalents

Cash and cash equivalents are comprised of cash on deposit and highly liquid short-term interest-bearing variable rate investments with an original maturity of three months or less, or which are readily convertible into a known amount of cash with no significant changes. As at March 31, 2024 and March 31, 2023 there were no cash equivalents.

Page 13 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Inventories

Inventories include raw materials and finished goods. Raw materials are stated at the lower of cost and replacement cost with cost determined on a first-in, first-out basis. The Company monitors the shelf life and expiry of finished goods to determine when inventory values are not recoverable and a write-down is necessary.

Equipment

Equipment consists of lab and computer equipment and are recorded at cost less accumulated depreciation and accumulated impairment losses. Cost includes all expenditures incurred to bring the asset to the location and condition necessary for them to be operating in the manner intended by management.

Depreciation is recognized based on the cost of the item less its estimated residual value, over its estimated useful life on a straight-line basis at the following rates:

•Lab equipment– 5 years

•Computer equipment– 3 years

An item of equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of loss and comprehensive loss when the asset is derecognized. The assets’ residual values, useful lives and methods of depreciation are reviewed at each reporting date and adjusted prospectively if appropriate.

Intangible Assets

Intangible assets include expenditures related to obtaining patents, software related items and in-process research and development (“IPR&D”). The amortization of software related items begins when the software is in use and will be amortized on a straight-line basis over a period of 3 years. The amortization of patent costs commences when the associated products are available for commercial sale and is amortized on a straight-line basis over its respective legal lives or economic life, if shorter. Patents have an estimated useful life of 17 years. Amortization methods, useful lives, and residual values are reviewed at each reporting date and adjusted if appropriate. Acquired IPR&D is capitalized based on technical feasibility and remains on the balance sheet, subject to impairment. Acquired IPR&D is initially measured at fair value and recognized as an indefinite-lived intangible asset until completion or abandonment of the related project. Amortization commences when the assets become available for use. Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in operations as incurred.

Development activities involve a plan or design for the production of new, or substantially improved, products or processes related to the Company’s development of psychedelic-based therapeutics. Development expenditures

Page 14 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

are capitalized only if the relevant IFRS criteria are met. Capitalized development expenditures are amortized from the beginning of commercial production and sales and are amortized on a straight-line basis over the remaining useful life of the related patents. Development expenditures, in relation to the Company’s psychedelic-based therapeutics, have not satisfied the above criteria and are recognized in operations as incurred.

Goodwill

Goodwill represents the excess of the consideration transferred for the acquisition of an entity over the fair value of the net identifiable assets. Goodwill is initially measured at cost, and subsequently recorded at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company’s cash-generating units (“CGUs”) that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those CGUs. The Company tests for impairment annually, or when indications of impairment exist. Impairment is determined for goodwill by assessing if the carrying value of CGUs, including goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs of disposal and the value in use. Impairment losses recognized in respect of the CGUs are first allocated to the carrying value of goodwill and any excess is allocated to the carrying amount of assets in the CGUs. Any goodwill impairment is recorded in the consolidated statement of loss and comprehensive loss.

Impairment of long-lived assets

Long-lived assets, including equipment and intangible assets, are reviewed for impairment at each consolidated statement of financial position date or whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its recoverable amount. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs to sell, the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s cash-generating unit, which is the lowest group of assets in which the asset belongs for which there are separate cash inflows that are largely independent of the cash inflows from other assets. An impairment loss is charged to operations.

Financial instruments

Recognition and initial measurement

The Company initially recognizes financial instruments on the trade date, which is the date on which the Company becomes a party to the contractual provisions of the instrument. A financial asset or financial liability is measured initially at fair value plus/minus, for an item not at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to its acquisition or use.

Classification

Financial asset

Page 15 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

On initial recognition, a financial asset is classified as measured at: amortized cost, fair value through other comprehensive income (“FVOCI”), or FVTPL.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

•The asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and

•The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The Company currently measures accounts receivable at amortized cost.

A debt instrument is measured at FVOCI only if it meets both of the following conditions and is not designated as at FVTPL:

•The asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

•The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in FVOCI. This election is made on an investment-by-investment basis. The Company has not elected to present any assets as FVOCI.

Cash is measured at FVTPL.

In addition, on initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost as FVOCI or FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Business model assessment

The Company makes an assessment of the objective of a business model in which an asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

•The stated policies and objectives for the portfolio and the operation of those policies in practice. In particular, whether management’s strategy focuses on earning contractual interest revenue, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of the liabilities that are funding those assets or realizing cash flows through the sale of the assets;

•How the performance of the portfolio is evaluated and reported to the Company’s management;

Page 16 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

•The risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

•How managers of the business are compensated (e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected); and

•The frequency, volume and timing of sales in prior periods, the reasons for such sales and its expectation about future sales activity. However, information about sales activity is not considered in isolation, but as part of an overall assessment of the Company’s stated objective for managing the financial asset is achieved and how cash flows are realized.

Assessment whether contractual cash flows are solely payments of principal and interest

For the purpose of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of the contractual cash flows such that it would not meet this condition. In making the assessment, the Company considers:

•contingent events that would change the amount and timing of cash flows;

•leverage features;

•prepayment and extension terms;

•terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse asset arrangements); and

•features that modify consideration of the time value of money– e.g. periodical rest of interest rates

Reclassifications

The Company would reclassify a financial asset when the Company changes its business model for managing the financial asset. All reclassifications are recorded at fair value at the date of the reclassification, which becomes the new carrying value.

Financial assets are not reclassified subsequent to their initial recognition, except in the period after the Company changes its business model for managing financial assets.

Financial liabilities

The Company classifies its financial liabilities at amortized cost or FVTPL. The Company currently measures accounts payable, lease liabilities and accrued liabilities at amortized cost and contingent consideration payable at FVTPL.

Page 17 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Derecognition

Financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transition in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset derecognized) and the sum of (i) the consideration received (including any new assets obtained less any new liability assumed) and (ii) cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire.

Modifications of financial assets and financial liabilities

Financial assets

If the terms of a financial asset are modified, the Company evaluates whether the cash flows of the modified asset are substantially different. If the cash flows are substantially different, then the contractual rights to cash flows from the original financial asset are deemed to have expired. In this case, the original financial asset is derecognized and a new financial asset is recognized at fair value.

If the cash flows of the modified asset carried at amortized cost are not substantially different, then the modification does not result in derecognition of the financial asset. In this case, the Company recalculates the gross carrying amount of the financial asset and recognizes the amount arising from adjusting the gross carrying amount as a modification gain or loss in profit or loss. If such a modification is carried out because of financial difficulties of the borrower, then the gain or loss is presented together with impairment losses. In other cases, it is presented as interest income.

Financial liabilities

The Company derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different. In this case, a new financial liability based on the modified terms is

Page 18 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

recognized at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognized in profit or loss.

Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the consolidated statement of financial position when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

Income and expenses are presented on a net basis only when permitted under IFRS, or for gains and losses arising from a group of similar transactions.

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access at that date. The fair value of a liability reflects its non-performance risk.

When one is available, the Company measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

If there is no quoted price in an active market, then the Company uses valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.

The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price (i.e. the fair value of the consideration given or received). If the Company determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any observable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognized in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.

If an asset or a liability at fair value has a bid price and an ask price, then the Company measures assets and long positions at bid price and liabilities and short positions at an ask price.

Portfolio of financial assets and financial liabilities that are exposed to market risk and credit risk that are managed by the Company on the basis of the net exposure to either market or credit risk are measured on the basis of a price that would be received to sell a net long position (or paid to transfer a net short position) for the

Page 19 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

particular risk exposure. Portfolio-level adjustment e.g. bid-ask adjustment or credit risk adjustments that reflect the measurement on the basis of the net exposure are allocated to the individual assets and liabilities on the basis of the relative risk adjustment of each of the individual instruments in the portfolio.

The fair value of a financial liability with a demand feature is not less than the amount payable on demand, discounted from the first date on which the amount could be required to be paid. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change has occurred.

Impairment

Credit-impaired financial assets

At each reporting date, the Company assesses whether financial assets carried at amortized costs and debt financial assets carried at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

•Significant financial difficulty of the borrower or issuer;

•A breach of contract such as a default of past due event;

•The restructuring of a loan or advance by the Company on terms that the Company would not consider otherwise;

•It is becoming probable that the borrower will enter bankruptcy or other financial reorganization; or

•The disappearance of an active market for a security because of financial difficulties.

A loan that has been renegotiated due to a deterioration in the borrower’s condition is usually considered to be credit-impaired unless there is evidence that the risk of not receiving contractual cash flows has reduced significantly and there are no other indicators of impairment.

Recognition of allowance of expected credit losses (“ECL”) in the consolidated statement of financial position

The Company recognizes a loss allowance for ECL on trade receivables that are measured at amortized cost. The Company’s applied the simplified approach for trade receivables and recognizes the lifetime ECL for these assets. The ECL on trade receivables is estimated using a provision matrix based on the Company’s historical credit loss experience, adjusted for factors that are specific to the customers, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

For all other financial assets measured at amortized cost of FVOCI, the Company recognizes lifetime ECL only when there has been a significant increase in credit risk since initial recognition. If the credit risk on such financial instruments has not increased significantly since initial recognition, the Company measures the loss allowance on those financial instruments at an amount equal to 12-months ECL.

Page 20 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Lifetime ECL represents the ECL that will result from all possible default events over the expected life of a financial asset. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial asset that are possible within 12 months after the reporting date. In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the Company compares the risk of default occurring on the financial asset at the reporting date with the risk of default occurring at the initial recognition. The Company considers both quantitative and qualitative factors that are supportable, including historical experience and forward-looking information that is available without undue cost or effort.

Irrespective of the above assessment, the Company presumes that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Company has reasonable and supportable information that demonstrates otherwise. Despite the foregoing, the Company presumes that the credit risk on a financial asset has not increased significantly since initial recognition if the financial asset is determined to have low credit risk at the reporting date.

The Company regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes pas due.

Definition of default:

For internal credit risk management purposes, the Company considers a financial asset not recoverable if the customer balance owing is 180 days past due and information obtained from the customer and other external factors indicate that the customer is unlikely to pay its creditors in full.

Write-off

Financial assets are written off (either partially or in full) when there is no realistic prospect of recovery. This is generally the case when the Company determines that the counterparty does not have assets or sources of income that could general sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

Taxation

Income tax comprises current and deferred tax. Income tax is recognized in the consolidated statement of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity.

Current income tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years.

Page 21 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

Deferred income tax is recorded using the asset and liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences do not result in deferred tax assets or liabilities: the initial recognized of assets or liabilities that affect neither accounting or taxable loss; or difference relating to investment in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the consolidated statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its correct tax assets and liabilities on a net basis.

Share capital

Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Common Shares and the Company’s Common Share purchase warrants, and options are classified as equity instruments.

Incremental costs directly attributable to the issue of new Common Shares, or warrants are shown in equity as a deduction, net of tax, from the proceeds.

Share-based compensation

Under the Company’s equity incentive plan, all stock options granted may have graded vesting periods and are exercisable up to a maximum of 10 years form the date of grant. Each tranche of an award with graded vesting periods is considered a separate grant at each grant date for the calculation of fair value, and the resulting fair value is amortized over the vesting period of the respective tranches. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted, the estimated volatility, estimated risk free rate and estimated forfeitures.

Page 22 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

If a grant of the share-based payments is cancelled or settled during the vesting period (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied or options granted in error and cancelled retroactively), the Company accounts for the cancellation or settlement as an acceleration of vesting, and recognizes immediately the amount that otherwise would have been recognized for services over the remainder of the vesting period.

The amount recognized for goods or services received during the vesting period is based on the best available estimate of the number of equity instruments anticipated to vest. The Company revises that estimate, if necessary, if subsequent information indicates that the number of share options anticipated to vest differs from previous estimates. On the vesting date, the Company revises the estimate to equal the number of equity instrument that ultimately vested. After the vesting date, the Company makes no subsequent adjustment to total equity for goods or services received if the share options are later forfeited or they expire at the end of the share option’s life.

If a grant of the share based payment is modified during the vesting period (other than a grant cancelled by forfeiture whenthe vesting conditions are not satisfied) and the fair value of the new instruments is higher than the fair value of the original instrument, the incremental fair value granted is included in the measurement of the amount recognized for services received over the period from modification date until the date when the modified equity instruments vests, in addition to the amount based on the grant date fair value of the original equity instruments, which is recognized over the remainder of the original vesting period of the original instrument.

Warrants

The Company follows the relative fair value method with respect to the measurement of Common Shares and warrants issued as units. The proceeds from the issuance of units are allocated between share capital and warrants. The warrant component is recorded in equity reserve. Unit proceeds are allocated to Common Shares and warrants using the Black-Scholes option pricing model and the share price at the time of financing. If and when the warrants are exercised, consideration paid by the warrant holder, together with the amount previously recognized in warrant reserve, is recorded as an increase to share capital. A forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of warrants that vest. When stock options or warrants are cancelled, they are treated as if they have vested on the date of collation and any cost not yet recognized in profit or loss is immediately expensed. Upon expiration of warrants, the amount applicable to expired warrants is moved to contributed surplus.

Loss per share

Basic loss per share is calculated using the weighted-average number of shares outstanding during the period. The diluted earnings (loss) per share reflects the potential dilution of Common Share equivalents, such as outstanding stock options and warrants, in the weighted average number of Common Shares outstanding during the period, if they are dilutive.

Page 23 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Currency translation

All figures presented in the consolidated financial statements are reflected in Canadian dollars unless otherwise noted.

Foreign currency transactions are translated into Canadian dollars at exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the consolidated statement of financial position date are translated to Canadian dollars at the foreign exchange rate applicable as that date. Realized and unrealized exchange gains and losses are recognized through profit or loss.

The assets and liabilities of foreign operations are translated into Canadian dollars at period-end exchange rates. Income and expenses, and cash flows of foreign operations are translated into Canadian dollars using average exchange rates. Exchange differences resulting from translating foreign operations are recognized in other comprehensive income (loss) and accumulated separately in shareholders’ equity.

Foreign currency translation gains or losses arising from a monetary item receivable or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income (loss) in the translation reserve.

Provisions

Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the consolidated statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle, a provision is expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably.

New standards and interpretations not yet adopted

IAS 1, Presentation of Financial Statements ("IAS 1") - Classification of Liabilities as Current or Non-Current

In January 2020, the IASB issued amendments to IAS 1. The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the consolidated statements of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the

Page 24 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

classification requirements for debt a company might settle by converting it into equity. The amendments are effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted. The Company has determined that adoption of these amendments has no significant effect on the Company's consolidated financial statements.

All other IFRS and amendments issued but not yet effective have been assessed by the Company and are not expected to have a material impact on the Company's consolidated financial statements.

New standards and interpretations

Amendments to IAS 1 and IFRS Practice Statement 2

In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2, Making Materiality Judgements, in which it provides guidance and examples to help entities apply materiality judgements to accounting policy disclosures. The amendments aim to help entities provide accounting policies disclosures that are more useful by replacing the requirement for entities to disclose "significant" accounting policies with a requirement to disclose their "material" accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting disclosures. The amendments to IAS 1 are applicable for annual periods beginning on or after January 1, 2023 with earlier application permitted. Since the amendments to IFRS Practice Statement 2 provide non-mandatory guidance on the application of the definition of material to accounting policy information, an effective date for these amendments is not necessary. The Company has determined that adoption of these amendments has no significant effect on the Company's consolidated financial statements.

IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors ("IAS 8") - Definition of Accounting Estimates

In February 2021, the IASB amendments to IAS 8. The amendment will require the disclosure of material accounting policy information rather than disclosing significant accounting policies and clarifies how to distinguish changes in accounting policies from changes in accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty". The amendment provides clarification to help entities to distinguish between accounting policies and accounting estimates. The amendments are effective for annual periods beginning on or after January 1, 2023. The Company has determined that adoption of these amendments has no significant effect on the Company's consolidated financial statements.

IAS 12, Income Taxes ("IAS 12") - Deferred Tax related to Assets and Liabilities Arising from a Single Transaction

In May 2021, the IASB issued amendments to IAS 12. The amendment narrows the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal taxable and deductible temporary differences. As a result, companies will need to recognize a deferred tax asset and deferred tax liability for temporary differences arising on initial recognition of transactions such as leases and decommissioning obligations. The amendments are effective for annual reporting periods beginning on or after

Page 25 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

January 1, 2023 and are to be applied retrospectively. The Company has determined that adoption of these amendments has no significant effect on the Company's consolidated financial statements.

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting year. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the year in which the estimate is revised and future years if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Judgments, estimates and assumptions that have the most significant effect on the amounts recognized in the consolidated financial statements include warrants and fair value of share-based payments (note 9) and the fair value of financial instruments (note 15).

Ability to continue as a going concern

In order to assess whether it is appropriate for the Company to continue as a going concern, management is required to apply judgment and make estimates with respect to future cash flow projections.

In arriving at this judgment, there were a number of assumptions and estimates involved in calculating these future cash flow projections. This includes making estimates regarding the timing and amounts of future expenditures and the ability and timing of raising additional financing.

Business combinations

A business combination is a transaction or event in which an acquirer obtains control of one or more businesses and is accounted for using the acquisition method. The total consideration paid for the acquisition is the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments issued in exchange for control of the acquiree at the acquisition date. The acquisition date is the date where the Company obtains control of the acquiree. The identifiable assets acquired and liabilities assumed are recognized at their acquisition date fair values, except for deferred taxes and share-based payment awards where IFRS provides exceptions to recording the amounts at fair value. Acquisition costs are expensed to profit or loss.

Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IFRS 9,

Page 26 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognized in profit or loss.

Non-controlling interest in the acquiree, if any, is recognized either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets, determined on an acquisition-by-acquisition basis. For each acquisition, the excess of total consideration, the fair value of previously held equity interest prior to obtaining control and the non-controlling interest in the acquiree, over the fair value of the identifiable net asset acquired, is recorded as goodwill.

Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they may be adjusted retrospectively in subsequent periods. The measurement period is the period from the acquisition date to the date complete information about facts and circumstances that existed as of the acquisition date is received. However, the measurement period does not exceed one year from the acquisition date.

Acquisitions that do not meet the definition of a business combination are accounted for as an asset acquisition. Consideration paid for an asset acquisition is allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values.

Share based payments

The fair value of share-based compensation expenses are estimated using the Black-Scholes option pricing model and rely on a number of estimates, such as the expected life of the option, the volatility of the underlying share price, the risk-free rate of return, and the estimated rate of forfeiture of options or warrants granted.

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs of disposing of the asset. The value in use calculation is based on a discounted cash flow (“DCF”) model. The cash flows are derived from the forecast for the next ten years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the performance of the assets of the CGU being tested. The determination of the Company’s CGUs is based on management’s judgement. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognized by the Company. Future events could cause the assumptions used in the impairment review to change with a consequential adverse effect on the results of the Company.

Page 27 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Income taxes

The Company computed an income tax provision in accordance with the applicable income tax laws. However, actual amounts of income tax expense only become final upon filing and acceptance of the tax return by the relevant authorities, which occurs subsequent to the issuance of the consolidated financial statements. Additionally, estimation of income taxes includes evaluation the recoverability of deferred tax assets based on an assessment of the ability to use the underlying future tax deductions before they expire against future taxable income. The assessment is based upon existing tax laws and estimates of future taxable income. The income tax provision is based on estimates of full-year earnings by jurisdiction. The average annual effective income tax rates are re-estimated at the end of each reporting period. To the extent that estimates and forecasts differ from actual results, adjustments are recorded in subsequent periods.

Page 28 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

4. ACQUISITION

On October 23, 2023, Cybin completed the acquisition of Small Pharma and its wholly-owned subsidiary Small Pharma Ltd. (the “Acquisition”) and issued 0.2409 Common Shares for every one common share of Small Pharma outstanding, resulting in a total of 80,945,254 Common Shares being issued to Small Pharma shareholders. As a result of the Acquisition, Small Pharma became a wholly-owned subsidiary of Cybin. On December 16, 2023 the Company changed the name of Small Pharma Ltd to Cybin UK Ltd.

In connection with the Acquisition, all unvested options of Small Pharma were vested and holders were able to exercise their options prior to the close of the Acquisition. All stock options of Small Pharma remaining unexercised at October 23, 2023 were cancelled and compensation of $0.001 per stock option was paid to the optionees.

As at October 23, 2023 Small Pharma’s patent portfolio consisted of 17 active patent families with 92 pending applications and 30 granted patents across its psychedelic and non-psychedelic portfolio.

The Company has determined that the Acquisition was a business combination under IFRS. In accordance with the measurement period permitted under IFRS 3 - Business Combinations, the fair value of the assets acquired and liabilities assumed have been estimated as follows for the purposes of these condensed interim consolidated financial statements. This fair valuation is provisional, and its finalization is to be completed within one year from the business combination date as allowed under IFRS 3 and adjusted retrospectively.

Acquisition Summary
Share Consideration	$    53,481
Fair value of purchaser consideration	$    53,481
Provisional Allocation of Purchase Price
Cash	$    7,632
Current assets	$    510
Net equipment	$    37
Intellectual property	$    29,339
Right of use asset	$    412
Lease liability	$    (415)
Liabilities assumed	$    (6,686)
Goodwill	$    22,652
Total allocation of purchase price	$    53,481

A professional valuator has been engaged by the Company to estimate the value of the assets of Small Pharma for

the purpose of the final purchase price allocation. Accordingly, the above estimated values may be subject to change.

Page 29 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

As at February 28, 2023, Small Pharma had Canadian loss carry forwards of $9,393 and UK loss carry forwards (stated in Canadian dollars) of $46,631. No value has been ascribed to loss carry forward in these consolidated financial statements. Tax values of assets acquired may differ from their accounting values.

The following revenue and net loss is attributable to the period from Acquisition date to March 31, 2024 and included in these consolidated financial statements.

Revenue	$    —
Net loss	$    (1,666)

5.    EQUIPMENT

Equipment consists as follows:

	Lab Equipment	Computer Equipment	Total
Cost	$	$	$
Balance as at March 31, 2022	475	238	713
Additions	142	—	142
Effect of foreign exchange	47	1	48
Balance as at March 31, 2023	664	239	903
Acquisition from Small Pharma	—	37	37
Additions	—	21	21
Computer equipment write-down	—	(33)	(33)
Effect of foreign exchange	—	1	1
Balance as at March 31, 2024	664	266	930
Accumulated Depreciation
Balance as at March 31, 2022	138	84	222
Depreciation charge	135	79	214
Effect of foreign exchange	17	—	17
Balance as at March 31, 2023	290	163	453
Depreciation charge	137	86	223
Computer equipment write-down	—	(15)	(15)
Effect of foreign exchange	3	—	3
Balance as at March 31, 2024	430	234	664
Net book value as at March 31, 2023	374	76	450
Net book value as at March 31, 2024	234	32	266

Page 30 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

6.    INTANGIBLE ASSETS

	IP Research & Development	Patents	Licenses	Software	Total
Cost	$	$	$	$	$
Balance as at March 31, 2022	1,566	443	—	74	2,083
Additions	1,342	495	1,330	—	3,167
Effect of foreign exchange	168	40	49	—	257
Balance as at March 31, 2023	3,076	978	1,379	74	5,507
Acquisition of Small Pharma	29,339	—	—	—	29,339
Additions	—	689	—	—	689
Effect of foreign exchange	25	1	2	—	28
Balance as at March 31, 2024	32,440	1,668	1,381	74	35,563
Accumulated Amortization
Amortization charge	—	—	19	18	37
Balance as at March 31, 2023	—	—	19	18	37
Amortization charge	—	—	37	24	61
Balance as at March 31, 2024	—	—	56	42	98
Net book value as at March 31, 2023	3,076	978	1,360	56	5,470
Net book value as at March 31, 2024	32,440	1,668	1,325	32	35,465

IP Research & Development

See note 4 for information on the Small Pharma Acquisition.

On July 11, 2022, the Company completed the acquisition of a Phase 1 N,N-dimethyltryptamine (“DMT”) study (the “DMT Acquisition”) from Entheon Biomedical Corp. to accelerate the clinical development path for CYB004, Cybin’s proprietary deuterated DMT molecule for the potential treatment of anxiety disorders. The Company paid $1,000 for the DMT Acquisition, and assumed liabilities of $342.

Licenses

During the year ended March 31, 2023, the Company entered into multiple licensing agreements that provide Cybin with additional access to IP from over 15 more patents or patent applications, including the acquisition of an exclusive license to a targeted class of tryptamine-based molecules from Mindset Pharma Inc. (“Mindset”), for which it paid a one-time license fee of $680 (US$500). The licensing agreements collectively provide the Company with access to a broad range of preclinical molecule combinations for its library of psychedelic

Page 31 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

derivative drug development candidates. In addition to the exclusive license with Mindset, the Company spent an additional $650 on a licensing agreement.

Patents

Costs associated with patent procurement.

Impairment

The Company performed its annual impairment test of intangible assets not yet in use at March 31, 2024. The recoverable amount was determined based on the relief from royalty method to arrive at the value-in-use (“VIU”). The Company considered an estimate of future revenues and a reasonable royalty rate to apply to financial projections based on the current budget and future commercialization plans. In assessing the VIU, estimated future cash flows are discounted to their present value using a discount rate that reflects the assessment of royalty and business opportunities and risk as well as the market potential. The VIU calculations were performed using a pre-tax discount rate of 15.7% and an estimated useful life of 15 years. Based on the Company’s assessment, the recoverable amount is higher than the carrying value and therefore no impairment loss was recorded for the year ended March 31, 2024.

7. LEASES

RIGHT-OF-USE -ASSET
Cost
Balance as at March 31, 2023	$    —
Additions	$    412
Effect of foreign exchange	$    12
Balance as at March 31, 2024	$    424
Accumulated amortization
Balance as at March 31, 2023	$    —
Amortization	$    140
Effect of foreign exchange	$    3
Balance as at March 31, 2024	$    143
Net book value, March 31, 2024	$    281

Page 32 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

LEASE LIABILITY
Balance as at March 31, 2023	$    —
Additions	415
Interest accretion	8
Effect of foreign exchange	17
Payments	(149)
Balance as at March 31, 2024	291
Current lease liabilities	$    291

8.    GOODWILL

Goodwill is recognized at the acquisition date when total consideration exceeds the net identifiable assets acquired.

Cost	$
Balance as at March 31, 2022	22,892
Effect of foreign exchange	1,900
Balance as at March 31, 2023	24,792
Acquisition from Small Pharma	22,652
Effect of foreign exchange	31
Balance as at March 31, 2024	47,475

Impairment

For purposes of the Company’s goodwill impairment testing, the Company has grouped certain CGUs to test at the lowest level at which management monitors goodwill for internal management purposes, which is the Company wide level.

The Company performed its annual impairment test of goodwill at March 31, 2024. The recoverable amount was determined based on value-in-use (“VIU”) and considered the cash flows of the group of CGUs based on the current budget and future commercialization plans. In assessing the VIU, estimated future cash flows are discounted to their present value using a discount rate that reflects market assessments of the time value of money and the risks specific to the CGUs. The VIU calculations were performed using a pre-tax discount rate of 15.7%. The Company determined the terminal value as an estimate of the present value of the future cash flows in the terminal period, applying a terminal growth rate of 2%. Based on the Company’s assessment, the

Page 33 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

recoverable amount is higher than the carrying value and therefore no impairment loss was recorded for the year ended March 31, 2024.

9.    SHARE CAPITAL

a)Authorized share capital

The authorized share capital of Cybin consists of an unlimited number of Common Shares and an unlimited number of preferred shares without par value. The board of directors of Cybin would determine the designation, rights, privileges, and conditions attached to any preferred shares prior to issuance.

b)Issued share capital

Common Shares

As at March 31, 2024, the Company has 15,807,443 Common Shares held in escrow (2023: nil).

During the year ended March 31, 2024, the Company completed the following share issuances:

On August 23, 2023, the Company established a new at-the-market equity program (the “2023 ATM Program” and together with the 2022 ATM Program (see below), the “ATM Programs”) that allows the Company to issue and sell up to US$35,000 of Common Shares from treasury to the public, from time to time. Distributions of Common Shares under the 2023 ATM Program are made pursuant to the terms and conditions of an at-the-market equity distribution agreement (the “2023 Distribution Agreement”) dated August 23, 2023, among the Company, Cantor Fitzgerald Canada Corporation and Cantor Fitzgerald & Co. The 2023 ATM Program is to be effective until the earlier of the issuance and sale of all of the Common Shares issuable pursuant to the 2023 ATM Program and September 17, 2025, unless earlier terminated in accordance with the terms of the 2023 Distribution Agreement.

During the year ended March 31, 2024, the Company sold 34,140,507 Common Shares under the ATM Programs at an average price of $0.4549 (US$0.3374) per Common Share, for aggregate gross proceeds of $15,532 (US$11,518). Share issuance costs related to the ATM Programs for the year were $832.

On May 30, 2023, the Company entered into an agreement (the “LPC Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”). Subject to the terms and conditions of the LPC Agreement, the Company has the right to sell, and LPC is obligated to purchase, up to US$30,000 of Common Shares over a 36-month period at prices that are based on the market price at the time of each sale to LPC. Cybin, in its sole discretion, controls the timing and amount of all sales of Common Shares under the LPC Agreement. During the year ended March 31, 2024, the Company sold 1,925,000 Common Shares, at an average price of $0.3236 (US$0.2417) per Common Shares, for aggregate gross proceeds of $623 (US$465) pursuant to the LPC Agreement. Share issuance costs related to the LPC Agreement for the year ended March 31, 2024 were $476 (US$351).

Page 34 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Cybin has the right to terminate the LPC Agreement at any time at no cost or penalty. LPC has agreed not to engage in any short selling or hedging activity of any kind in the Common Shares. As consideration for LPC’s obligation to purchase Common Shares from the Company at its direction under the LPC Agreement, Cybin issued 2,538,844 Common Shares to LPC as a commitment fee on May 30, 2023. The LPC Agreement provides that Cybin may not issue or sell any Common Shares to LPC under the LPC Agreement which, when aggregated with all other Common Shares then beneficially owned by LPC and its affiliates (as calculated pursuant to Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder), would result in LPC beneficially owning more than 9.99% of the outstanding Common Shares. On July 31, 2023, Cybin announced that it had suspended all sales under the LPC Agreement. On August 23, 2023, the Company filed a prospectus supplement to the base shelf prospectus dated August 17, 2023 to re-qualify sales of up to US$30,000 of the Company’s Common Shares pursuant to the LPC Agreement.

On August 4, 2023, the Company completed a public offering (the “August 2023 Offering”) of 24,264,706 units of the Company (the “August 2023 Units”) at a price of US$0.34 per August 2023 Unit for gross proceeds of $11,018 (US$8,250) pursuant to a supplement to the Company’s short form base shelf prospectus dated July 5, 2021. Each August 2023 Unit is comprised of one Common Share and one Common Share purchase warrant (the “August 2023 Warrants”). Each August 2023 Warrant is exercisable to acquire one Common Share at a price of $0.53 (US$0.40) for a period of 60 months from issuance, subject to acceleration in certain circumstances. In connection with the Offering, Cybin paid the underwriters a cash commission of $506(US$379) and incurred additional share issuance costs, being professional fees of $622 (US$465).

On November 14, 2023, the Company completed a public offering (the “November 2023 Offering”) of 66,666,667 units of the Company (the “November 2023 Units”) at a price of US$0.45 per November 2023 Unit for gross proceeds of $41,107 (US$30,000) pursuant to a supplement to the Company’s short form base shelf prospectus dated August 17, 2023. Each November 2023 Unit is comprised of one Common Share and one Common Share purchase warrant (the “November 2023 Warrants”). Each November 2023 Warrant is exercisable to acquire one Common Share at a price of $0.70 (US$0.51) between May 14, 2024 and May 14, 2029, subject to acceleration in certain circumstances. In connection with the November 2023 Offering, Cybin paid the underwriters a cash commission of $2,096 (US$1,530) and incurred additional share issuance costs being professional fees of $339 (US$247).

On March 19, 2024, the Company completed a private placement (the “March 2024 Offering”) of 348,837,210 Common Shares at a price of US$0.43 per Common Share for gross proceeds of $202,995 (US$150,000). 15,807,443 Common Shares issued in the March 2024 Offering are subject to resale restrictions until the July 20, 2024. In connection with the March 2024 Offering, Cybin paid the agent cash commission of $11,726 (US$8,665) and incurred additional share issuance costs being professional fees of $78 (US$58).

Page 35 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

During the year ended March 31, 2023, the Company completed the following share issuances:

On August 8, 2022, the Company established an at-the-market equity program (the “2022 ATM Program”) that allowed the Company to issue and sell up to US$35,000 of Common Shares from treasury to the public, from time to time. Distributions of Common Shares under the 2022 ATM Program are made pursuant to the terms and conditions of an at-the-market equity distribution agreement dated August 8, 2022 among the Company, Cantor Fitzgerald Canada Corporation and Cantor Fitzgerald & Co. The 2022 ATM Program was effective until August 5, 2023. when it automatically terminated in accordance with the terms of the Distribution Agreement.

Up to March 31, 2023 the Company had sold 20,754,120 Common Shares under the 2022 ATM program at an average price of $0.6819 (US$0.5079) per Common Share, for aggregate gross proceeds of $14,152 (US$10,541). Share issuance costs for the year ended March 31, 2023 were $950.

Preferred Shares

As at March 31, 2024, the Company has nil preferred shares outstanding (March 31, 2023- nil).

Cybin US Class B Shares

	Number of Class B Shares
Balance as at March 31, 2022	1,047,135.1
Issued on achievement of milestones	360,374.2
Converted into Common Shares	(876,967.2)
Balance as at March 31, 2023	530,542.1
Converted to Common Shares	(494,457.4)
Balance as at March 31, 2024	36,084.7

As at March 31, 2024, 36,084.7 Class B Shares were outstanding, and are exchangeable for a total of 360,847 Common Shares. These consolidated financial statements reflect issued Class B Shares on an as-converted basis.

During the year ended March 31, 2024 no additional Class B shares were issued. As of March 31, 2023 all Milestones were achieved and all eligible Class B shares were issued.

During the year ended March 31, 2023, the Company issued Class B Shares as follows:

On April 1, 2022, 22,428.3 Class B Shares were issued to Former Adelia Shareholders due to the achievement of the Milestone identified as Year 2 Q2 (iv), having an aggregate value of $229 at a price per Class B Share of $10.20. These Class B Shares are exchangeable for a total of 224,283 Common Shares, representing an effective issue price of $1.02 per Common Share. In consideration for the Milestone achieved, on June 22,

Page 36 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

2022, an additional 456.5 Class B Shares having an aggregate value of $5 were issued to Former Adelia Shareholders.

On June 24, 2022, 266,933.1 Class B Shares were issued to Former Adelia Shareholders due to the achievement of certain Milestones identified as Y2, Q2 (i), (vi), Y2, Q3 (ii), Year 2 Q4 (i) and Year 3 Q1 (i), (ii), (iii), having an aggregate value of $2,034 at a price per Class B Share of $7.62. These Class B Shares are exchangeable for a total of 2,669,331 Common Shares, representing an effective issue price of $0.76 per Common Share.

On June 27, 2022, 37,366.2 Class B Shares were issued to Former Adelia Shareholders due to the achievement of the Milestone identified as Y2, Q3 (i), having an aggregate value of $280 at a price per Class B Share of $7.50. These Class B Shares are exchangeable for a total of 373,662 Common Shares, representing an effective issue price of $0.75 per Common Share.

On August 31, 2022, 33,190.1 Class B Shares were issued to Former Adelia Shareholders due to the achievement of the Milestone identified as Y2, Q4 (ii), having an aggregate value of $468 at a price per Class B Share of $14.10. These Class B Shares are exchangeable for a total of 331,901 Common Shares, representing an effective issue price of $1.41 per Common Share.

With the fulfillment of all of the remaining milestones during the year ended March 31, 2023, it is not anticipated that any additional Class B Shares will be issued.

Page 37 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

c)Warrants

The continuity of the outstanding warrants for the years ended March 31, 2024 and March 31, 2023, are as follows:

	Number of Warrants	Weighted average exercise price
		$
Common Share Purchase Warrants
As at March 31, 2022	25,548,836	1.22
Exercised	(1,164,638)	0.31
Expired	(1,153,713)	0.75
As at March 31, 2023	23,230,485	1.29
Issued	90,931,373	0.67
Exercised	(101,000)	0.53
Expired	(7,805,360)	3.47
Outstanding as at March 31, 2024	106,255,498	0.60
Exercisable as at March 31, 2024	39,588,831	0.44
Unit Purchase Warrants(1)
As at March 31, 2022	868,740	2.25
Exercised	—	—
As at March 31, 2023	868,740	2.25
Expired	(868,740)	2.25
Outstanding as at March 31, 2024	—	—
Exercisable as at March 31, 2024	—	—

(1) Each unit consisted of one Common Share and one half of one Common Share purchase warrant, with each Common Share purchase warrant being exercisable to acquire one Common Share at an exercise price of $3.25 per Common Share.

During the year ended March 31, 2024, the Company had the following movement in warrants:

During the year ended March 31, 2024, 101,000 Common Share purchase warrants (March 31, 2023 - 1,164,638) were exercised by various holders for aggregate proceeds to the Company of $56 (March 31, 2023 - $362).

During the year ended March 31, 2024, 7,805,360 warrants with a weighted average exercise price of $3.47 expired.

Page 38 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

During the year ended March 31, 2024, the Company completed the following warrant issuances:

On August 4, 2023, Cybin issued 24,264,706 “August 2023 Warrants” in connection with the August 2023 Offering. Each August 2023 Warrant is exercisable to acquire one Common Share at a price of US$0.40 per Common Share until August 4, 2028, subject to acceleration in certain circumstances.

The Company estimated the aggregate fair value of the August 2023 Warrants using the Black-Scholes option pricing model to be $4,600 (US$3,442) with the following assumptions:

Risk-free interest rate              3.87%

Expected annual volatility rate based on comparable companies                      95.0%

Expected life (in years)                                      5

Expected divided yield                                      0.00%

Share price                                         US$0.34

Exercise price                                     US$0.40

On November 14, 2023, Cybin issued 66,666,667 “November 2023 Warrants” in connection with the November 2023 Offering. Each November 2023 Warrant is exercisable from May 14, 2024 to May 14, 2029 to acquire one Common Share at a price of US$0.51, subject to acceleration in certain circumstances.

The Company estimated the aggregate fair value of the November 2023 Warrants using the Black-Scholes option pricing model to be $17,842(US$12,299) with the following assumptions:

Risk-free interest rate              3.76%

Expected annual volatility rate based on comparable companies                      95.0%

Expected life (in years)                                      5.5

Expected divided yield                                      0.00%

Share price                                         US$0.46

Exercise price                                     US$0.51

The following summarizes information about Common Shares purchase warrants outstanding at March 31, 2024:

Page 39 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Date of Expiry	Warrants outstanding	Warrants exercisable	Weighted average of exercisable price	Estimated grant date fair value	Weighted average remaining contractual life
			$	$000’s	Years
June 15, 2025	12,800,000	12,800,000	0.25	2,319	2.21
August 20, 2025	1,475,125	1,475,125	0.64	680	2.39
November 15, 2025	1,150,000	1,150,000	0.25	220	2.63
August 4, 2028(1)	24,163,706	24,163,706	US$0.40	4,578	4.34
May 14, 2029(2)	66,666,667	—	US$0.51	17,842	5.12
	106,255,498	39,588,831	0.44	25,639	4.38

1) On August 4, 2023, the August 2023 Warrants were issued at US$0.40 which was equivalent to $0.53.

(2) On November 14, 2023, the November 2023 Warrants were issued at US$0.51 which was equivalent to $0.70.

As at March 31, 2024, the Company has no Common Share purchase warrants held in escrow (2023 - nil).

The Company recognized share-based payments compensation related to the issuance of Common Share purchase warrants for the year ended March 31, 2024 of $0 (2023 - $6).

d)Stock options

On November 5, 2020, Cybin adopted an equity incentive plan. Under the plan, the board of directors may grant share-based awards to acquire such number of Common Shares as is equal to up to 20% of the total number of issued and outstanding Common Shares at the time such awards are granted. Options granted under the plan vest over a period of time at the discretion of the board of directors. On August 16, 2021, the board of directors and the shareholders approved an amendment to the equity incentive plan to modify certain provisions for awards granted to residents of the United States, to increase the fixed number of Incentive Stock Options (as defined in the plan) and certain other housekeeping amendments.

The changes in options for the years ended March 31, 2024 and 2023 are as follows:

Page 40 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

	Number of Options	Weighted average exercise price
		$
As at March 31, 2022	28,885,002	1.45
Granted	2,475,000	0.91
Forfeited/Expired	(1,790,202)	2.20
As at March 31, 2023	29,569,800	1.36
Granted	38,445,000	0.69
Forfeited/Expired	(1,813,800)	1.16
Outstanding as at March 31, 2024	66,201,000	0.93
Exercisable as at March 31, 2024	56,449,750	0.98

During the year ended March 31, 2024, the Company completed the following option issuances:

On June 29, 2023, the Company granted options to purchase up to 11,615,000 Common Shares, of which 3,991,000 were granted to employees, 3,763,000 were granted to officers of the Company, 3,076,000 were granted to consultants, and 785,000 were granted to directors of the Company. The granted options have an exercise price of $0.44 per Common Share and expire on June 30, 2028. The granted options have different vesting schedules; 1,500,000 options vested immediately, 700,000 options vest over three months, 100,000 options vest over one year, and 9,315,000 options vest over two years. The aggregate estimated grant date fair value was determined to be $4,080, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.78    %
Expected annual volatility, based on comparable companies	95.00    %
Expected life (in years)	5.00
Expected dividend yield	0.00    %
Share price	$    0.47
Exercise price	$    0.44

On September 26, 2023, the Company granted options to purchase up to 1,210,000 Common Shares, of which 135,000 were granted to an employee and, 1,075,000 were granted to consultants. The granted options have an exercise price of $0.79 per Common Share, and 975,000 options expire on September 26, 2026 and the remaining 235,000 options expire on September 26, 2028. The granted options have different vesting schedules. 375,000 options vest over three months, 200,000 options vest over six months, 400,000 options vest over one year, 100,000 options vest over fifteen months, and 135,000 options vest over 18 months.

Page 41 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

The aggregate estimated grant date fair value was determined to be $577, calculated using the Black-Scholes option pricing model with the following assumptions:

Options expiring on September 26, 2026.

Risk-free interest rate	4.68    %
Expected annual volatility, based on comparable companies	85.00    %
Expected life (in years)	3.00
Expected dividend yield	0.00    %
Share price	$    0.79
Exercise price	$    0.79

Options expiring on September 26, 2028.

Risk-free interest rate	4.28    %
Expected annual volatility, based on comparable companies	95.00    %
Expected life (in years)	5.00
Expected dividend yield	0.00    %
Share price	$    0.79
Exercise price	$    0.79

On November 16, 2023, the Company granted options to purchase up to 25,600,000 Common Shares, of which 22,200,000 were granted to officers, 1,600,000 were granted to directors, 1,300,000 were granted to employees and 500,000 were granted to a consultant. The granted options have an exercise price of $0.715 per Common Share, 500,000 options expire on November 16, 2026 and the remaining 25,100,000 options expire on November 16, 2028. The granted options have different vesting schedules. 18,850,000 options vest immediately and 6,750,000 options vest over two years.

The aggregate estimated grant date fair value was determined to be $10,907, calculated using the Black-Scholes option pricing model with the following assumptions:

Page 42 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Options expiring on November 16, 2026.

Risk-free interest rate	4.28    %
Expected annual volatility, based on comparable companies	85.00    %
Expected life (in years)	3.00
Expected dividend yield	0.00    %
Share price	$    0.60
Exercise price	$    0.72

Options expiring on November 16, 2028.

Risk-free interest rate	4.28    %
Expected annual volatility, based on comparable companies	95.00    %
Expected life (in years)	5.00
Expected dividend yield	0.00    %
Share price	$    0.60
Exercise price	$    0.72

On March 20, 2024, the Company granted options to purchase up to 20,000 Common Shares to an employee with an exercise price of $0.56 per Common Share which expire on March 20, 2029 and vest over two years.

The aggregate estimated grant date fair value was determined to be $8, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.52    %
Expected annual volatility, based on comparable companies	95.00    %
Expected life (in years)	5.00
Expected dividend yield	0.00    %
Share price	$    0.56
Exercise price	$    0.56

Page 43 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

During the year ended March 31, 2024, the Company amended the expiry dates of certain options with former employees and consultants of the Company.

During the year ended March 31, 2023, the Company completed the following option issuances:

On June 30, 2022, the Company granted options to purchase up to: 65,000 Common Shares to employees, with an exercise price of $1.00 per Common Share and vesting over two years. The options expire on June 30, 2027. The aggregate estimated grant date fair value was determined to be $32, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.10    %
Expected annual volatility, based on comparable companies	95.00    %
Expected life (in years)	5
Expected dividend yield	0.00    %
Share price	$    0.72
Exercise price	$    1.00

On June 30, 2022, the Company granted options to purchase up to 500,000 Common Shares to consultants, with an exercise price of $0.90 per Common Share. The options vested immediately and expire on June 30, 2025. The estimated grant date fair value was determined to be $183, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.14    %
Expected annual volatility, based on comparable companies	85.00    %
Expected life (in years)	3
Expected dividend yield	0.00    %
Share price	$    0.72
Exercise price	$    0.90

On August 15, 2022, the Company granted options to purchase up to 800,000 Common Shares to consultants, with an exercise price of $1.00 per Common Share and vesting over two years. The options expire on August 15, 2025. The estimated grant date fair value was determined to be $429, calculated using the Black-Scholes option pricing model with the following assumptions:

Page 44 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Risk-free interest rate	3.11    %
Expected annual volatility, based on comparable companies	85.00    %
Expected life (in years)	3
Expected dividend yield	0.00    %
Share price	$    0.97
Exercise price	$    1.00

On August 15, 2022, the Company granted options to purchase up to 20,000 Common Shares to an employee, with an exercise price of $1.00 per Common Share and vesting over two years. The options expire on August 15, 2027. The estimated grant date fair value was determined to be $14, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	2.88    %
Expected annual volatility, based on comparable companies	95.00    %
Expected life (in years)	5
Expected dividend yield	0.00    %
Share price	$    0.97
Exercise price	$    1.00

On September 30, 2022, the Company granted options to purchase up to 270,000 Common Shares to consultants, with an exercise price of $0.75 per Common Share and vesting over two years. The options expire on September 30, 2025. The estimated grant date fair value was determined to be $102, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.72    %
Expected annual volatility, based on comparable companies	85.00    %
Expected life (in years)	3
Expected dividend yield	0.00    %
Share price	$    0.67
Exercise price	$    0.75

On September 30, 2022, the Company granted options to purchase up to 245,000 Common Shares to employees, with an exercise price of $1.00 per Common Share and vesting over two years. The options expire on September 30, 2027. The estimated grant date fair value was determined to be $98, calculated using the Black-Scholes option pricing model with the following assumptions:

Page 45 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Risk-free interest rate	3.32    %
Expected annual volatility, based on comparable companies	95.00    %
Expected life (in years)	5
Expected dividend yield	0.00    %
Share price	$    0.67
Exercise price	$    1.00

On November 16, 2022, the Company granted options to purchase up to 200,000 Common Shares to a consultant with an exercise price of $0.91 per Common Share. The options vested immediately and expire on November 15, 2025. The estimated grant date fair value was determined to be $53, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.78    %
Expected annual volatility, based on comparable companies	85.00    %
Expected life (in years)	3
Expected dividend yield	0.00    %
Share price	$    0.58
Exercise price	$    0.91

On November 16, 2022, the Company granted options to purchase up to 375,000 Common Shares to consultants with an exercise price of $0.75 per Common Share. The options vested immediately and expire on November 15, 2025. The estimated grant date fair value was determined to be $110, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.78    %
Expected annual volatility, based on comparable companies	85.00    %
Expected life (in years)	3
Expected dividend yield	0.00    %
Share price	$    0.58
Exercise price	$    0.75

The following summarizes information about stock options outstanding on March 31, 2024:

	Exercise Price	Number of options outstanding	Number of options exercisable	Weighted average remaining life	Recognized estimated grant date fair value
Expiry date	$			Years	$000’s
June 15, 2025	0.25	2,350,000	2,350,000	1.21	420

Page 46 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

June 30, 2025	0.90	500,000	500,000	1.25	183
August 14, 2025	1.00	737,500	737,500	1.37	429
September 30, 2025	0.75	270,000	260,625	1.50	97
October 12, 2025	0.75	3,000,000	3,000,000	1.53	1,607
November 4, 2025	0.75	5,700,000	5,700,000	1.60	3,057
November 13, 2025	0.88	500,000	500,000	1.62	315
November 15, 2025	0.75	375,000	375,000	1.63	110
November 15, 2025	0.91	200,000	200,000	1.63	53
December 11, 2025	1.48	700,000	700,000	1.70	741
December 14, 2025	1.74	1,589,100	1,589,100	1.71	1,971
December 28, 2025	1.89	760,000	760,000	1.74	1,027
January 2, 2026	1.89	225,000	225,000	1.76	304
February 15, 2026	2.03	150,000	150,000	1.88	218
February 16, 2026	2.03	150,000	150,000	1.88	218
March 10, 2026	1.39	1,186,300	1,186,300	1.94	1,185
March 15, 2026	1.55	300,000	300,000	1.95	360
March 28, 2026	1.36	1,575,000	1,575,000	1.99	1,540
March 29, 2026	1.32	37,500	37,500	1.99	36
March 31, 2026	1.35	250,000	250,000	2.00	243
June 28, 2026	2.90	3,160,000	3,160,000	2.24	6,589
August 16, 2026	2.48	215,000	215,000	2.38	383
August 18, 2026	2.48	300,000	300,000	2.38	519
September 26, 2026	0.79	975,000	975,000	2.49	439
September 27, 2026	2.87	195,000	195,000	2.49	403
September 27, 2026	3.15	545,000	545,000	2.49	1,105
November 16, 2026	0.72	500,000	125,000	2.63	81
December 31, 2026	1.50	1,250,000	1,250,000	2.75	1,352
December 31, 2026	3.15	20,000	20,000	2.75	18
March 4, 2027	1.13	1,075,600	1,075,600	2.92	878
March 4, 2027	3.15	40,000	40,000	2.92	25
March 8, 2027	1.02	400,000	400,000	2.93	295
June 30, 2027	1.00	65,000	65,000	3.25	32
August 14, 2027	1.00	20,000	20,000	3.37	14
September 30, 2027	1.00	220,000	190,625	3.50	95
June 30, 2028	0.44	11,310,000	6,805,000	4.25	3,297
September 26, 2028	0.79	235,000	105,000	4.49	98
November 16, 2028	0.72	25,100,000	20,412,500	4.63	9,438

Page 47 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

March 20, 2029	0.56	20,000	5,000	4.97	2
		66,201,000	56,449,750	2.40	39,177

As at March 31, 2024, the Company has no options held in escrow (2023 - nil).

The Company recognized share-based payments expense related to the issuance of stock options for the year ended March 31, 2024 of $13,886 (2023 - $4,680).

The outstanding options and warrants disclosed above were anti-dilutive for the year ended March 31, 2024 and did not impact the calculation of the loss per share.

Page 48 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

10.    RELATED PARTY TRANSACTIONS AND BALANCES

Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined its key management personnel to be executive officers and directors of the Company.

The remuneration of key management personnel for the years ended March 31, 2024 and 2023 are as follows:

	Year ended March 31,
	2024	2023
	$	$
Payroll, consulting and benefits(1)	6,406	5,966
Share-based compensation
Options	8,643	2,346
Warrants	—	3
Total	15,049	8,315

(1)For the year ended March 31, 2024, includes $5,145 presented in the consolidated statement of loss and comprehensive loss as a part of “General and administrative costs” and $1,261 presented in the consolidated statement of loss and comprehensive loss as a part of “Research”.

11.    GENERAL AND ADMINISTRATIVE EXPENSES

	Year ended March 31,
	2024	2023
	$	$
Payroll, consulting and benefits	8,248	6,272
Capital market	11,519	6,323
Office and administration	2,945	3,731
Professional and consulting fees	4,918	2,142
Investor relations	1,896	984
Marketing media	1,895	881
Business development	896	654
Listing fees	271	354
Total	32,588	21,341

Page 49 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

12.    RESEARCH EXPENSES

	Year ended March 31,
	2024	2023
	$	$
Advancement of development programs	22,799	14,360
Payroll and benefits	8,319	8,830
Professional and consulting fees	210	1,159
Lab and administration	1,034	1,142
Total	32,362	25,491

Page 50 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

13.    CONTRACTS, COMMITMENTS AND CONTINGENCIES

As at March 31, 2024, the Company had entered into agreements for various studies which may require the Company to spend up to an additional $6,625. The Company expects to pay this amount within the 12 months ending March 31, 2025, however the timing and certainty of the payments are contingent on availability of materials and successful completion of certain milestones. The Company has the right to cancel the studies at its discretion, in which case a cancellation fee may apply, however the Company is not liable to pay the full amount of the studies.

In addition to the above, during the year ended March 31, 2022, the Company entered into an exclusive license agreement with Mindset to acquire access to a number of classes of tryptamine-based molecules to support Company’s early-stage research programs and a fully-paid, perpetual non-exclusive license to a separate class of tryptamine-based molecules. Upon the successful completion of certain milestones contemplated in the exclusive license, the Company may have to pay additional consideration of up to $12,844 (US$9,500). At the sole discretion of Cybin, the milestones may be paid in cash or in Common Shares, or a combination thereof, subject to the approval of the Cboe. Due to the nature of the arrangement, the timing and probability of future potential payments cannot be determined at this time, and no accrual has been recorded. Further, there is no assurance that the aforementioned milestones will be met at all. The agreement also contemplates a sales royalty of approximately 2% for all commercialized licensed products within the scope of the agreement.

The Company is party to certain employee and management contracts that contain severance obligations. These contracts contain clauses requiring additional payments to be made upon the occurrence of involuntary termination. As the likelihood of these events taking place is not determinable, no contingent liabilities have been recorded in the consolidated financial statements.

In the normal course of business, the Company may be subject to legal proceedings and claims. As at March 31, 2024, there was no ongoing litigation and therefore no contingent liabilities have been recorded.

14.    CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue business opportunities and to maintain a flexible capital structure that optimizes the costs of capital at an acceptable risk. The Company’s intentions are to (i) provide financial capacity and flexibility in order to preserve its ability to meet its strategic objectives and financial obligations; (ii) maintain a capital structure which allows the Company to respond to changes in economic and marketplace conditions and affords the Company the ability to participate in new investments; (iii) optimize the use of its capital to provide an appropriate investment return to its shareholders equal with the level of risk; and (iv) maintain a flexible capital structure which optimizes the cost of capital at acceptable levels of risk.

The Company’s financial strategy is formulated and adapted according to market conditions in order to maintain a flexible capital structure that is consistent with its objectives and the risk characteristics of its underlying assets. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying assets. The Company maintains or adjusts its capital level to enable it to meet its objectives by raising capital through the issuance of securities.

Page 51 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

The Company’s capital management objectives, policies and processes generally remained unchanged during the year ended March 31, 2024.

The Company requires capital to fund existing and future operations and meet regulatory capital requirements. The Company’s policy is to maintain adequate levels of capital at all times.

The Company’s capital structure includes the following:

As at	March 31, 2024	March 31, 2023
	$	$
Shareholders’ equity comprised of:
Share capital	443,877	158,162
Contributed surplus	11,750	2,102
Options reserve	39,177	27,283
Warrants reserve	25,639	10,873
Accumulated other comprehensive loss	(2,285)	(2,035)
Deficit	(226,231)	(148,151)
Total	291,927	48,234

15.    FINANCIAL INSTRUMENTS

The Company’s financial instruments are exposed to certain financial risks, which include currency risk, credit risk, liquidity risk and interest rate risk.

The Company has classified its financial instruments as follows:

As at	March 31, 2024	March 31, 2023
	$	$
Financial assets, measured at fair value:
Cash	208,992	16,633
Financial assets, measured at amortized cost:
Accounts receivable	254	42
Financial liabilities, measured at amortized cost:
Accounts payable and accrued liabilities	9,805	5,663
Lease liabilities	291	—

The carrying value of the Company’s financial instruments approximate their fair value.

Fair value Hierarchy of Financial Instruments

The Company has categorized its financial instruments that are carried at fair value, based on the priority of the inputs to the valuation techniques used to measure fair value, into a three-level fair value hierarchy as follows:

Page 52 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Level 1: Fair value is based on unadjusted quoted prices for identical assets or liabilities in an active market. The types of assets and liabilities classified as Level 1 generally included cash.

Level 2: Fair value is based on quoted prices for similar assets or liabilities in active markets, valuation that is based on significant observable inputs, or inputs that are derived principally from or corroborated with observable market data through correlation or other means. Currently, the Company has no financial instruments that would be classified as Level 2.

Level 3: Fair value is based on valuation techniques that require one or more significant inputs that are not based on observable market inputs. These unobservable inputs reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability. Investments and any contingent liabilities are classified as Level 3.

There were no transfers between levels of the fair value hierarchy for the year ended March 31, 2024.

The following table presents the changes in level 3 financial assets for the for two years ended March 31, 2024 :

	$
Balance as at March 31, 2022	242
Interest income	18
Change in fair value of investments measured at fair value through profit or loss	(260)
Balance as at March 31, 2023	—
Interest income	—
Change in fair value of investments measured at fair value through profit or loss	—
Balance as at March 31, 2024	—

The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements:

Description	Fair Value as at		Unobservable inputs	Range of inputs	Relationship of unobservable inputs to fair value
	March 31, 2024	March 31, 2023
	$	$
Rx Hybrid Instrument	—	—	Fair value interest rate of loan and conversion feature	10    %	Increase/decrease in the fair value rate by 1% would not have a material effect on the fair value of the investment

Page 53 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

Financial risk management

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash is exposed to credit risk. The Company reduces its credit risk on cash by placing these instruments with institutions of high credit worthiness. As at March 31, 2024, the Company’s maximum exposure to credit risk is the carrying value of its financial assets.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company manages liquidity by maintaining adequate cash balances to meet liabilities as they become due.

As at March 31, 2024, the Company had cash of $208,992 (March 31, 2023 - $16,633) in order to meet current liabilities. Accounts payable and accrued liabilities include trade payables and other obligations of $10,096(March 31, 2023 - $5,663), all amounts are due within the next 12 months.

Market risk

The significant market risks to which the Company is exposed are interest rate risk and currency risk.

Interest rate risk

Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rate. In seeking to minimize the risks from interest rate fluctuations, the Company manages exposure through its normal operating and financing activities. As at March 31, 2024, the Company has determined its exposure to interest rate risk is minimal.

Currency risk

The Company is exposed to currency risk to the extent that monetary operational expenses are denominated in both CAD and USD while the functional currency of CAD is used for reporting. The Company has not entered into any foreign currency contracts to mitigate this risk.

Page 54 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

At March 31, 2024, the Company had the following balances in monetary assets and monetary liabilities which are subject to fluctuation against CAD:

Denominated in:	US$000’s	GBP 000’s	EUR 000’s
Cash	148,713	509	425
Accounts payable and accrued liabilities	(343)	(299)	(201)
Lease liability	—	(217)	—
	148,370	(7)	225
Foreign currency rate	1.3550	1.7114	1.4632
Equivalent in Canadian dollars	$    201,041	$    (12)	$    329
Impact of 10% change in foreign currency rate	$    20,104	$    (1)	$    33

Based on the above net exposures as at March 31, 2024, and assuming that all other variables remain constant, a 10% change of the USD, GBP and EUR, against the CAD would impact net loss by approximately by $20,138.

16.    INCOME TAX

Major items causing the Company’s income tax rate to differ from the Canadian statutory rate of approximately 26.5% are as follows:

	Year ended March 31,
	2024	2023
Net loss before income taxes	$    (78,080)	$    (47,490)
Expected recovery at statutory rate	$    20,691	$    12,585
Non-capital loss acquired on acquisition of subsidiary	$    11,658	$    —
Share-based compensation	$    (3,680)	$    (1,242)
Share issuance costs	$    4,420	$    321
Difference between Canadian and foreign tax rates	$    (5,440)	$    (4,032)
Effect of exchange on unbooked deferred tax assets	$    (112)	$    438
Non-deductible expenses	$    (132)	$    (338)
Change in unrecognized deferred tax assets	$    (27,405)	$    (7,732)
Income tax recovery	$    —	$    —

Page 55 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

The significant components of the Company’s temporary differences, unused tax credits and unused tax losses, that have not been included on the consolidated statements of financial position, are as follows:

As at	March 31, 2024	March 31, 2023
Non-capital loss carryforwards	$    43,083	$    19,371
Deferred compensation	$    1,474	$    1,474
R&D expenditures	$    1,681	$    1,053
Share issuance costs	$    4,361	$    1,303
Depreciation/CCA differences	$    7	$    (6)
Other	$    —	$    6
	$    50,606	$    23,201
Valuation allowance	$    (50,606)	$    (23,201)
	$    —	$    —

The non-capital losses in Canada expire as follows:

Year of expiry
2040	$    740
2041	$    19,193
2042	$    12,234
2043	$    10,704
2044	$    24,397
	$    67,268

This loss carryforward in the United States consists of:

Pre-acquisition loss generated in the period ended December 4, 2020	$    992
Post-acquisition loss generated in the period ending March 31, 2021	$    1,323
Loss generated in the year ending March 31, 2022	$    5,849
Loss generated in the year ending March 31, 2023	$    5,311
Loss generated in the year ending March 31, 2024	$    2,792
	$    16,267

Although the US federal losses carryforward indefinitely, they are subject to restrictions on their deductibility. The deductibility of the pre-acquisition loss and the post-acquisition loss is restricted to 80% of taxable income in the year of deduction. The pre-acquisition loss is further restricted to an annual limitation under Section 382. As at March 31, 2024, the annual limitation was $144.

Massachusetts allows for a 20-year carryforward period for restricted and unrestricted losses without limitation.

Page 56 of 57

CYBIN INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

(All amounts expressed in thousands of Canadian dollars, except share and per share amounts, and those amounts indicated as being in US dollars, Euros and Great Britain Pounds which are in thousands.)

The non-capital losses in Ireland expire as follows:

Year of expiry
2042	$    22,965
2043	$    23,017
2044	$    33,857
	$    79,839

17.    SUBSEQUENT EVENTS

On April 1, 2024, pursuant to the provisions of the Business Corporations Act (Ontario), Small Pharma

completed a horizontal amalgamation with Cybin Corp., with Cybin Corp. being the resulting entity. As a

result of this amalgamation, Cybin UK Ltd. is now a wholly-owned subsidiary of Cybin Corp.

On April 5, 2024, the Company granted options to purchase up to 11,715,000 Common Shares, of which 7,250,000 were granted to officers and 4,465,000 were granted to employees. The granted options have an exercise price of $0.56 per Common Share. All the options expire on April 5, 2029. 1,464,375 options vest immediately and 10,250,625 options vest over two years.

On May 5, 2024, the Company cancelled options (price ranged from $0.715 to $3.15) to purchase up to 45,586,900 Common Shares.

Page 57 of 57

EX-99.3

Cybin Inc.

Management’s Discussion and Analysis

of Financial Condition and Operating Performance

For the year ended March 31, 2024

Date: June 25, 2024

CYBIN INC.

Management’s Discussion and Analysis

This Management’s Discussion and Analysis (“MD&A”) has been prepared by management of Cybin Inc. (“Cybin” or the “Company”) and should be read in conjunction with Cybin’s audited consolidated financial statements and notes for the year ended March 31, 2024 (the “ Financial Statements”). This MD&A does not address all of the changes to the Company and its business, such changes are addressed in the Company’s most recently filed annual information form (the “AIF”) on SEDAR+. The Financial Statements have been prepared using International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. All amounts are in Canadian dollars unless otherwise indicated. The Financial Statements may be viewed on the SEDAR+ profile of Cybin at www.sedarplus.ca.

This MD&A contains disclosure related to Cybin occurring up to and including June 25, 2024. Unless otherwise indicated, all amounts in this MD&A are in thousands of Canadian dollars.

Cybin was incorporated under the laws of the Province of British Columbia. Its wholly owned subsidiary, Cybin Corp. was incorporated under the laws of the Province of Ontario. Prior to November 5, 2020, the Company’s operations were conducted through Cybin Corp. On November 5, 2020, the Company completed a reverse takeover transaction pursuant to the terms of an amalgamation agreement dated June 26, 2020, as amended on October 21, 2020, among the Company, Cybin Corp. and 2762898 Ontario Inc. (“SubCo”), a wholly-owned subsidiary of the Company (the “Reverse Takeover”). The Reverse Takeover was completed by way of a “three-cornered” amalgamation pursuant to the provisions of the Business Corporations Act (Ontario) whereby Cybin Corp. amalgamated with SubCo to form an amalgamated corporation and a wholly owned subsidiary of the Company. Cybin Corp. is deemed to be the acquirer in the Reverse Takeover. As a result, the consolidated statements of financial position are presented as a continuance of Cybin Corp. and the comparative figures presented are those of Cybin Corp.

Forward-Looking Statements

Certain statements contained in this MD&A constitute “forward-looking information” and “forward-looking statements”. All statements, other than statements of historical fact, contained in this MD&A are forward-looking statements, including, without limitation, statements regarding future financial position, business strategy, budgets, research and development and plans and objectives of management for future operations. Such statements can, in some cases, be identified by the use of forward-looking terminology such as “expect,” “likely”, “may,” “will,” “should,” “intend,” or “anticipate,” “potential,” “proposed,” “estimate” and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. The forward-looking statements included in this MD&A are made only as of the date of this MD&A and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by applicable securities laws.

Forward-looking statements in this MD&A are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Management provides forward-looking statements because it believes they provide useful information to readers when considering their investment objectives and cautions readers that the information may not be appropriate for other purposes.

Some of the risks which could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include:

•limited operating history;

•achieving publicly announced milestones;

2

•speculative nature of investment risk;

•early stage of the industry and product development;

•regulatory risks and uncertainties

•risks of operating in European countries;

•“foreign private issuer” status under U.S. Securities Laws;

•plans for growth;

•limited products;

•limited marketing and sales capabilities;

•no assurance of commercial success;

•no profits or significant revenues;

•reliance on third parties for clinical development activities;

•risks related to third party relationships;

•reliance on contract manufacturers;

•safety and efficacy of products;

•clinical testing and commercializing products;

•completion of clinical trials;

•commercial grade product manufacturing;

•nature of regulatory approvals;

•market access and acceptance;

•unfavourable publicity or consumer perception;

•social media;

•biotechnology and pharmaceutical market competition;

•reliance on key executives and scientists;

•employee misconduct;

•business expansion and growth;

•negative results of external clinical trials or studies;

•product liability;

•enforcing contracts;

•product and material recalls;

•distribution and supply chain interruption;

•difficulty to forecast;

•promoting the brand;

•product viability;

•success of quality control systems;

•reliance on key inputs;

•liability arising from fraudulent or illegal activity;

•operating risk and insurance coverage;

•costs of operating as public company;

•management of growth;

•conflicts of interest;

•foreign operations;

•exchange rate fluctuations;

•cybersecurity and privacy risk;

•environmental regulation and risks;

•decriminalization of psychedelics;

•forward-looking statements may prove to be inaccurate;

•effects of inflation;

•political and economic conditions;

3

•application and interpretation of tax laws;

•enforcement of civil liabilities;

•pandemics;

Risks Related to Intellectual Property:

•trademark protection;

•trade secrets;

•patent law reform;

•patent litigation and intellectual property;

•protection of intellectual property;

•third-party licences;

Financial and Accounting Risks:

•substantial number of authorized but unissued Common Shares (as defined herein);

•dilution;

•negative cash flow from operating activities;

•additional capital requirements;

•lack of significant product revenue;

•estimates or judgments relating to critical accounting policies;

•inadequate internal controls;

Risks related to the Common Shares:

•market for the Common Shares;

•significant sales of Common Shares;

•volatile market price for the Common Shares;

•tax issues; and

•no dividends.

Although the forward-looking statements contained in this MD&A are based upon what management currently believes to be reasonable assumptions, the Company cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. In particular, the Company has made assumptions regarding, among other things:

•substantial fluctuation of losses from quarter to quarter and year to year due to numerous external risk factors, and anticipation that we will continue to incur significant losses in the future;

•uncertainty as to the Company’s ability to raise additional funding to support operations;

•the Company’s ability to access additional funding;

•the fluctuation of foreign exchange rates;

•the risks associated with pandemics;

•the risks associated with the development of the Company’s product candidates which are at early stages of development;

•reliance upon industry publications as the Company’s primary sources for third-party industry data and forecasts;

•reliance on third parties to plan, conduct and monitor the Company’s preclinical studies and clinical trials;

•reliance on third party contract manufacturers to deliver quality clinical and preclinical materials;

•the Company’s product candidates may fail to demonstrate safety and efficacy to the satisfaction of regulatory authorities or may not otherwise produce positive results;

•risks related to filing investigational new drug applications to commence clinical trials and to continue clinical trials if approved;

4

•the risks of delays and inability to complete clinical trials due to difficulties enrolling patients;

•competition from other biotechnology and pharmaceutical companies;

•the Company’s reliance on the capabilities and experience of the Company’s key executives and scientists and the resulting loss of any of these individuals;

•the Company’s ability to fully realize the benefits of acquisitions;

•the Company’s ability to adequately protect the Company’s intellectual property and trade secrets;

•the risk of patent-related or other litigation; and

•the risk of unforeseen changes to the laws or regulations in the United States (the “United States” or the “U.S.”), the United Kingdom (the “United Kingdom” or the “UK”), Canada, the Netherlands, Ireland and other jurisdictions in which the Company operates.

Drug development involves long lead times, is very expensive and involves many variables of uncertainty. Anticipated timelines regarding drug development are based on reasonable assumptions informed by current knowledge and information available to the Company. Every patient treated on future studies can change those assumptions either positively (to indicate a faster timeline to new drug applications and other approvals) or negatively (to indicate a slower timeline to new drug applications and other approvals). This MD&A contains certain forward-looking statements regarding anticipated or possible drug development timelines. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date.

In addition to the factors set out above and those identified in this MD&A under “Risk Factors”, other factors not currently viewed as material could cause actual results to differ materially from those described in the forward-looking statements. Although Cybin has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be anticipated, estimated or intended. Accordingly, readers should not place any undue reliance on forward-looking statements.

Corporate Structure Overview

The Company is a clinical-stage biopharmaceutical company focused on advancing psychedelic-based therapies, delivery mechanisms, novel compounds and protocols as potential treatments for various psychiatric and neurological conditions. The Company is developing technologies and delivery systems aimed at improving the pharmacokinetics of its psychedelic-based molecules while retaining the therapeutic benefit. These new molecules and delivery systems are expected to be studied through clinical trials to confirm safety and efficacy.

On November 5, 2020, the Company completed a reverse takeover transaction pursuant to the terms of an amalgamation agreement dated June 26, 2020, as amended on October 21, 2020, among the Company, Cybin Corp. and SubCo, a wholly-owned subsidiary of the Company. The Reverse Takeover was completed by way of a “three-cornered” amalgamation pursuant to the provisions of the Business Corporations Act (Ontario) whereby Cybin Corp. amalgamated with SubCo to form an amalgamated corporation and a wholly owned subsidiary of the Company.

Immediately prior to the completion of the Reverse Takeover, the Company completed a consolidation of all of its issued and outstanding common shares (the “Common Shares”)on the basis of 6.672 old Common Shares into one new Common Share. All Common Share and per Common Share amounts expressed herein reflect the post-consolidation Common Shares.

5

In connection with the Reverse Takeover, Clarmin Explorations Inc. (“Clarmin”) changed its name to “Cybin Inc.” and the Common Shares became listed for trading on Cboe Canada (the “Exchange”) under the trading symbol “CYBN”. In accordance with IFRS 3, Business Combinations, the substance of the Reverse Takeover was a reverse takeover of a non-operating company. The Reverse Takeover does not constitute a business combination as Clarmin did not meet the definition of a business under IFRS 3. As a result, the Reverse Takeover is accounted for as a capital transaction with Cybin being identified as the acquirer and the equity consideration being measured at fair value. The resulting consolidated statement of financial position is presented as a continuation of Cybin Corp. and comparative figures presented in the consolidated financial statements after the Reverse Takeover are those of Cybin Corp.

Prior to completing the Reverse Takeover, and during fiscal 2020, the Company was inactive and evaluating business opportunities.

On July 8, 2021, the Company announced the scale-up of its European operations and research activities with various academic and clinical research organizations, including the transfer of its intellectual property assets to its wholly owned Ireland subsidiary, Cybin IRL Limited (“Cybin Ireland”).

On August 5, 2021, the Common Shares commenced trading on the NYSE American LLC stock exchange (the “NYSE American”) under the symbol “CYBN”. Concurrent with the commencement of trading on the NYSE American, the Common Shares ceased to be quoted on the OTCQB® Venture Market.

On October 23, 2023, the Company announced the completion of the acquisition by Cybin of Small Pharma Inc. (“Small Pharma”) by way of a statutory plan of arrangement under the provisions of the Business Corporations Act (British Columbia) (the “Arrangement”). The Arrangement was completed pursuant to the terms of an arrangement agreement entered into between the Company and Small Pharma dated August 28, 2023 (the “Arrangement Agreement”). As a result of the Arrangement, Small Pharma is now a wholly-owned subsidiary of Cybin. See "Subsequent Events".

Please refer to “General Development of the Business” in the AIF for additional information on the background and operational highlights of Cybin. The AIF may be viewed under the SEDAR+ profile of Cybin at www.sedarplus.ca.

Business Overview

Cybin is a clinical-stage biopharmaceutical company on a mission to create safe and effective psychedelic-based therapeutics to address the unmet need for new and innovative treatment options for people who suffer from mental health conditions. Cybin’s goal of revolutionizing mental healthcare 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.1

Cybin’s research and development work focuses on a three-pillar strategy that leverages the Company’s core competencies in preclinical innovation and clinical development. This strategy supports the creation of intellectual property (“IP”) focused on developing the Company’s platform technology, the progression of clinical development programs including CYB003, a deuterated psilocybin analog, CYB004, a deuterated version of N, N-dimethyltryptamine (“DMT”), CYB005, phenethylamine derivatives, and an expansive list of preclinical molecules to facilitate future drug development opportunities.

1 This is a forward-looking statement that involves material assumptions by the Company. Drug development involves long lead times, is very expensive and involves many variables of uncertainty. Anticipated timelines regarding drug development are based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date.

6

On October 23, 2023, the Company completed the acquisition of Small Pharma by way of the Arrangement pursuant to which Small Pharma became a wholly-owned subsidiary of Cybin. Small Pharma is a biotechnology company focused on developing short-duration psychedelic-assisted therapies for the treatment of mental health conditions. Small Pharma initiated programs across its “First-generation” and “Second-generation” psychedelics portfolio. First-generation psychedelics refer to the well-known classic psychedelics which includes psilocybin, DMT, and Lysergic acid diethylamide (“LSD”). Second-generation psychedelics refer to those that have been chemically modified with the aim to optimize their therapeutic benefit.

With a common goal to create novel, optimized psychedelic-based therapeutics, the combination of Cybin and Small Pharma creates a leading international, clinical-stage company with potential to transform the treatment paradigm for mental health conditions. The companies’ combined development portfolios are highly complementary and provide multiple opportunities to create operational and cost synergies.

As a result of the acquisition of Small Pharma by way of the Arrangement, Cybin currently now has over 60 granted patents and over 200 pending applications. See “Intellectual Property”.

Advancement of Mental Healthcare

The Company is conducting research and development of psychedelic therapeutics that aim to address unmet needs in the treatment of mental health conditions. This comprehensive development work is predicated on structural modifications of known tryptamine and phenethylamine derivatives to improve their pharmacokinetic properties while maintaining their respective pharmacology.

Across its extensive research and development programs, Cybin is evaluating a wide array of novel, synthetic psychedelic active pharmaceutical ingredients (“API”) intended to be delivered through innovative drug delivery systems including via inhalation, via intravenous (“IV”), and intramuscular, or subcutaneous administration2.

The Company intends to apply for regulatory approval for therapies targeting indications such as major depressive disorder (“MDD”), alcohol use disorder (“AUD”), generalized anxiety disorder ("GAD") and potentially other various mental health conditions3. The Company is also developing compounds that may have the potential to address neuroinflammation, central nervous system (“CNS”) disorders, and psychiatric disorders4.

Further, over the next 12-month period, the Company will continue to seek to establish strategic partnerships that advance the Company’s scientific research and IP for new psychedelic-based compounds and novel delivery mechanisms5.The Company will also continue to sponsor select internal and partner-related clinical trials that advance the understanding of safety and efficacy for various psychedelic agents that target mental health conditions6.

Stage of Development

Like most life sciences and pharmaceutical companies, the Company's psychedelic business is focused on research and development and any future revenue will be dependent on a number of factors, including the outcome of the Company’s clinical trials and the receipt of all necessary regulatory approvals.

2

2 See footnote 1. 3

See footnote 1.

4See footnote 1.

5 A material factor and assumption underlying this forward-looking statement is that the Company will be able to successfully negotiate strategic partnerships.

6 The material factors and assumptions underlying this forward-looking statement are: (a) that the Company will be able to successfully negotiate strategic partnerships; and (b) all necessary approvals for the studies will be obtained. As of the date hereof, the Company and the University of Washington are co-sponsoring a randomized, placebo-controlled clinical trial of psychedelic-assisted psychotherapy with psilocybin for frontline clinicians experiencing Covid-related distress.

7

In order to establish its business operations, Cybin intends to leverage the extensive professional network of its management to build working partnerships with (i) existing producers of psychedelic products based in Canada, the United States, the European Union ("EU") and the UK to source the psychedelic pharmaceutical products the Company intends to develop and distribute under its specific brand, and (ii) to explore options to facilitate the development and distribution and sale of its specific brand of psychedelic pharmaceutical products.7

Prescription drugs are classified and regulated under the federal Food and Drugs Act (Canada) (the “Canadian FDA”). Labeling, marketing and selling of any prescription drug must comply with the Canadian FDA, including by ensuring that the Company’s products are not packaged or marketed in a manner that is misleading or deceptive to a consumer.

In the United States, foods, drugs and dietary supplements are subject to extensive regulation. The Federal Food, Drug, and Cosmetic Act (the “FFDCA”) and other federal and state statutes and regulations govern, among other things, the research, development, testing, manufacturing, storage, recordkeeping, approval, labeling, promotion and marketing, distribution, post-approval monitoring and reporting, sampling, and import and export of pharmaceutical products. The Company must ensure that all promotion and marketing, distribution, and labeling of any pharmaceutical products comply with the U.S. regulations, including the FFDCA and the U.S. Food and Drug Administration (the “FDA”).

On November 4, 2021, the Company announced that it had been granted a Schedule I manufacturing license from the U.S. Drug Enforcement Administration (“DEA”). The DEA license is for the Company’s research lab in the Boston area. The license allows the Company to further become a hub for innovation and drug discovery. Previously, the Company conducted much of its R&D work through globally licensed research organizations in the U.S., Canada, and the UK, and through certain in-house capabilities. With the DEA license, the Company has expanded its internal R&D capabilities to support innovative drug discovery and delivery involving Schedule I compounds.

On March 13, 2024, the Company announced that it had been granted Breakthrough Therapy Designation ("BTD") by the FDA in respect of CYB003. The BTD provides an expedited review pathway, as well as increased access to FDA guidance on trial design, which has the potential to significantly reduce drug development timelines. The designation includes all "fast track" program features, as well as more intensive FDA guidance and discussion of the CYB003 development program, including planned clinical trials and plans for expediting the manufacturing development strategy.

Non-Revenue Generating Projects8

The Company currently has four significant projects, which have not yet generated revenue:

1.Deuterated Psilocybin Analog Program (CYB003)

2.Deuterated Dimethyltryptamine Program (CYB004, SPL028, and SPL026)

3.Phenethylamine Derivatives Program (CYB005)

4.Technology Programs

The Company has developed EMBARK, a psychological support model that integrates leading clinical approaches to promote supportive healing with psychedelic medicine. EMBARK’s six clinical domains (Existential-Spiritual, Mindfulness, Body Aware, Affective-Cognitive, Relational, Keeping Momentum) represent the broad spectrum of ways in which therapeutic benefits may arise in psychedelic treatment and the equally broad training needed to prepare therapists to support them all. The Company launched its EMBARK training program in June 2021, which

7At this time the Company has not entered into commercial supply agreements and has no control over price or conditions. The Company’s assumption is that it will be able to enter into agreements at such a time when there will be sufficient competition in the market which will render prices reasonable.

8All quarter references in this section are based on calendar year-end.

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prepares facilitators to work within all of these domains, while inviting facilitators to bring in their own therapeutic training and expertise in a flexible, yet structured way. The EMBARK curriculum additionally emphasizes trauma-informed, culturally competent, and ethically rigorous care. On April 12, 2023, the Company announced the launch of EMBARK Open Access (“EMBARK OA”), a free online foundational training course for psychedelic facilitation. EMBARK Open Access is the first and only free massive open online course that offers foundational psychedelic facilitation training for healthcare professionals and people interested in offering psychological support. On July 12, 2023, the Company announced that it has commenced the development of a streamlined, scalable version of its EMBARK Training Program, known as EMBARKCT, which is designed for individuals with existing knowledge, skills, and experience in psychedelic facilitation. The EMBARKCT training program is expected to enable the Company to effectively screen, qualify, and train facilitators on a multi-site, international level, to provide support and in-person monitoring for study participants receiving the Company’s investigational therapeutics in larger pivotal trials.

The Company is continuing to assess the research and development programs of Small Pharma acquired through the acquisition of Small Pharma by way of the Arrangement and will provide further information and updates upon completion of the integration of Small Pharma’s business, including the anticipated spend associated with any programs.

Deuterated Psilocybin Analog Program (CYB003)

The Company has been investigating the development of short-acting tryptamines with the aim of creating clinical development candidates, utilizing (i) the chemical modification of tryptamine derivatives through the selective substitution of hydrogen atoms with deuterium (i.e. deuteration); and (ii) the combination of such deuterated tryptamine derivative molecules with selected drug delivery methods, including but not limited to oral, inhalation methods, IV and intramuscular delivery.

The Company's lead program, CYB003, is an orally delivered deuterated psilocybin analog program that has been granted FDA BTD for the adjunctive treatment of MDD. CYB003 aims to address the limitations of oral psilocybin, including side effects, scalability and accessibility of treatment.

The Company completed its CYB003 Investigational New Drug ("IND")-enabling preclinical studies and Chemistry, Manufacturing and Control ("CMC") development, including the production of clinical materials required for clinical trials, in the second quarter of calendar 2022. In the same period, the Company submitted an IND application to the FDA and received a “may proceed letter” and IND application clearance from the FDA as well as Institutional Review Board (the “IRB”) approval in the U.S. to commence its first-in-human Phase 1/2a study of CYB003 in participants with moderate to severe MDD. The Company has engaged Clinilabs Drug Development Corporation (“Clinilabs”), a full-service contract research organization with deep expertise in central nervous system drug development, to carry out the Phase 1/2a clinical trial of CYB003. On August 30, 2022, the Company announced that the first two participants have been dosed in the Phase 1/2a study.

About the CYB003 Phase 1/2a Clinical Trial

The Phase 1/2a trial was a randomized, double-blind, placebo-controlled study evaluating CYB003 in participants with moderate to severe MDD and in healthy volunteers. Per a protocol amendment to the initial Phase 1/2a study design that was announced on February 28, 2023, the study introduced healthy volunteers for the lower (sub-therapeutic) dose cohorts and added a bioequivalence cohort to facilitate the transition to pivotal studies. Healthy volunteers received two administrations (placebo/active and active/active) one week apart, and measures of psychedelic effect were assessed after each dose. Participants with MDD received two administrations (placebo/active and active/active) three weeks apart and response/remission were assessed three weeks after each dose. MDD

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participants in the trial that were being treated with antidepressants were allowed to remain on their antidepressant medication.

The study investigated the safety, tolerability, pharmacokinetics ("PK") and pharmacodynamics ("PD"), and psychedelic effect of ascending oral doses of CYB003. In participants with MDD, the trial evaluated rapid onset of antidepressant effect on the day of dosing, using the Montgomery-Asberg Depression Rating Scale ("MADRS"), and evaluated the incremental benefit of a second dose of CYB003 when administered at Week 3. An optional period of assessment will help determine the durability of treatment effect out to 12 months. The study is listed on ClinicalTrials.gov under Identifier: NCT05385783.

On February 28, 2023, the Company announced positive interim safety and pharmacokinetics and pharmacodynamics data from the Phase 1/2a study of CYB003. Interim findings showed that CYB003 exhibited rapid, short-acting effects, low variability in plasma levels, and achieved a psychedelic effect at low doses. At the 8mg and 10mg dose levels, most of the participants reported robust and meaningful psychedelic effects, confirming a complete mystical experience was achieved. All doses evaluated (single oral doses of CYB003 up to 10mg) were well-tolerated with no serious adverse events reported.

On July 24, 2023, the Company announced that it had completed dosing in Cohort 5 of the Phase 2a portion of the study with no serious adverse events or other adverse events that may preclude continued dosing, with recruitment underway for Cohort 6. The Phase 2a trial, consisting so far of completed Cohorts 4 and 5, evaluated two 12mg doses of CYB003. On August 2, 2023, the Company announced that it had initiated dosing in Cohort 6, the final cohort of the CYB003 Phase 2a study.

On September 21, 2023, the Company announced that it had completed enrollment in its Phase 2a study of CYB003, its proprietary deuterated psilocybin analog program being developed for the potential treatment of MDD. All participants in the sixth, and final, cohort received at least one dose (placebo or 16mg of CYB003) with several second doses already administered, and no serious adverse events observed in participants. As of that date, CYB003 demonstrated a favorable safety and tolerability profile at all doses evaluated in the five completed cohorts (1mg, 3mg, 8mg, 10mg, and 12mg).

On October 3, 2023, the Company announced that it had completed dosing in Cohort 6 of its Phase 2a study of CYB003. The following doses were evaluated in the six cohorts that comprised the Phase 2a study: 1mg, 3mg, 8mg, 10mg, 12mg, and 16mg. As of that date, CYB003 has been shown to be safe and tolerable at all doses evaluated with no serious adverse events or discontinuations due to adverse events having been observed in the final dose cohort.

On October 31, 2023, the Company announced Phase 2a interim results for CYB003, its proprietary deuterated psilocybin analog, demonstrating a rapid, robust and statistically significant reduction in symptoms of depression three weeks following a single 12mg dose compared to placebo, in participants with moderate to severe MDD. At the 3-week primary efficacy endpoint, the reduction in MDD symptoms, defined as change from baseline in the MADRS total score, was superior in participants assigned to CYB003 compared to the participants who received placebo by 14.08 points (p=0.0005, Cohen’s d=2.15).

On November 30, 2023, the Company announced positive Phase 2a topline results for CYB003, showing rapid and robust improvements in symptoms of depression after single doses of CYB003, with an average 13.75 point difference in MADRS score reduction between CYB003 and placebo which was statistically significant at 3 weeks (p<0.0001). The study also demonstrated a clear incremental benefit of a second dose, with a further 5.8 point improvement on the MADRS total score with a second dose of CYB003 (12mg) at 6 weeks, and 79% of patients were in remission from depression at 6 weeks after two doses of CYB003 (12mg). CYB003 exhibited a favorable safety and tolerability profile with no treatment-related serious adverse events at 12mg and 16mg doses. These results support progression to a Phase 3 study in MDD which is expected to begin in summer of 2024.

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On March 13, 2024, the Company announced that the FDA had granted BTD to its CYB003 program for the adjunctive treatment of MDD. The BTD provides an expedited review pathway, as well as increased access to FDA guidance on trial design, with the potential to reduce drug development timelines. On March 13, 2024, the Company also reported positive four-month durability data from the Phase 2a study of CYB003 in MDD. These results showed robust, sustained and statistically significant improvements in depression symptoms at four months with two doses of CYB003 (12mg or 16mg):

•Average mean reduction from baseline in the MADRS total score across 2 cohorts was approximately 22 points from baseline in both dosing cohorts.

•60% of patients on 12 mg and 75% on 16 mg were in remission from depression following 2 doses (MADRS score </= 10).

The Company spent approximately $14,525 on the Deuterated Psilocybin Analog Program during the twelve months ended March 31, 2024.

As the Company continues to progress through the CYB003 program, additional milestones related its clinical development have been identified. The Company intends to:

•Initiate a Phase 3 study of CYB003 in MDD in summer of 2024 to further evaluate the safety and efficacy of

CYB003 capsules as a potential adjunctive treatment in a larger MDD patient population9,10,11.

The Company spent approximately $2,430 to complete its FDA IND submission in Q1 202412. The Company spent approximately $9,289 to receive its top line data readout from the Phase 1/2a study and to complete FDA submission of CYB003 Phase 1/2a data for end of phase 2 meeting in Q4 2023 of which approximately $7,897 was spent during the twelve months ended March 31, 2024 and approximately $1,392 was spent in the financial year ended March 31, 202313.

9There is no assurance that the aforementioned timeline will be met or that the program will advance to clinical trials, at all. Anticipated timelines regarding drug development are based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date.

10See footnote 9.

11The Company has updated this milestone. The Company had previously expected it would complete this milestone in Q2 2024. The Company now expects initiation of the Phase 3 study in summer 2024. Minor change in anticipated timing due to updates to the study. Anticipated spending and timelines regarding drug development are based on reasonable assumptions informed by current knowledge and information available to the Company. See also footnote 9.

12The Company has completed this milestone. The Company had previously estimated that its spending would be $2,300 to complete FDA IND submission. Anticipated timing and spending regarding drug development is based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date. Reflects actual spend during the financial year ended March 31, 2024.

13The Company has completed both these milestones. The Company had previously estimated that its spending to provide topline data readout from the Phase 1/2a study would be $7,704 and to complete FDA submission of CYB003 Phase 1/2a data for end of phase 2 meeting would be $2,500 for a total of $10,204. Anticipated timing and spending regarding drug development is based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date. Reflects actual spend during the financial year ended March 31, 2024, and during the period from April 1, 2023 to March 31, 2024.

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The Company expects to spend approximately $13,27614 to initiate a Phase 3 study of CYB003 in MDD in summer 2024, of which approximately $2,978 was spent during the twelve months ended March 31, 2024. The Company intends to continue funding the Deuterated Psilocybin Analog (CYB003) Program.

The Company intends to complete future clinical trials for this program in the U.S., Canada, and/or Europe.

Deuterated Dimethyltryptamine Program

The Company's proprietary deuterated dimethyltryptamine ("dDMT") program CYB004 is being developed as an intermittent treatment with the potential for less invasive, more convenient and patient-friendly dosing methods for the potential treatment of GAD with or without MDD. A single intramuscular (“IM”) dose is expected to result in acute psychedelic effects lasting an average of 90 minutes.

Cybin has leveraged clinical data from its completed DMT and dDMT trials, which collectively form one of the most advanced and extensive DMT/dDMT data portfolio in the psychedelic drug development sector, to inform and optimize the development of the CYB004 program. To date, Cybin has completed five clinical trials across four molecules: CYB004 (IV dDMT), SPL028 (IV/IM dDMT), SPL026 (IV/IM DMT), and DMT, demonstrating proof-of-concept in potentially treating depression, supporting the development of dDMT for the potential treatment of anxiety disorders, and providing important dosing insights.

Key findings from these completed studies are as follows:

•Phase 2a safety and efficacy data for SPL026 (IV DMT) in 34 participants with MDD, demonstrating a clinically relevant and statistically significant reduction in depression symptoms at two weeks after dosing (-7.4 point difference in MADRS between SPL026 and placebo). Durable antidepressant response and remission rates were observed at six months. Among participants who had achieved remission within three months with SPL026, 64% sustained remission to six months.

•Phase 1 study evaluating IM SPL026 supporting IM administration for patient-friendly dosing. The study demonstrated that IM DMT is well-tolerated and generates a breakthrough psychedelic experience lasting approximately 45 minutes.

•Phase 1 study evaluating IM SPL028 supporting IM administration for patient-friendly dosing. The completed Phase 1 study of IV/IM SPL028 in healthy volunteers showed that SPL028 is safe and well-tolerated, and demonstrated that IM dosing of SPL028 produced robust psychedelic effects lasting a short duration (average approximately 90 minutes) in the majority of subjects.

•Phase 1b study evaluating the safety and efficacy of SPL026 in conjunction with selective serotonin reuptake inhibitors ("SSRIs") in 17 participants with MDD, demonstrating no relevant drug-drug interactions, a favorable safety profile and enhanced efficacy when SPL026 was administered with SSRIs, and a 92% remission rate at 4 weeks in the DMT + SSRI combination cohort (n=12).

•Phase 1 results for IV CYB004 demonstrated robust and rapid-onset psychedelic effects at lower doses compared to native DMT, suggesting potential as a short-acting, scalable treatment.

14Refer to footnote 11. The Company had previously estimated that its spending to complete this milestone would be $17,550. Anticipated timing and spending regarding drug development is based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date.

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Exploratory analysis of the Phase 2a and Phase 1b data for SPL026 also shows significant improvements in symptoms of anxiety, as measured using the State Trait Anxiety Inventory – Trait version (STAI-T), with a 23 point improvement from baseline at the two week endpoint, in the DMT+ SSRI combination group.

The Company is currently advancing CYB004, a deuterated version of DMT, for the potential treatment of GAD. DMT has been shown to exert its psychedelic effects by activating the 5-HT2A receptor. In its regular form, DMT is an unstable molecule rapidly metabolized in the body, which significantly reduces its bioavailability. CYB004, as a deuterated molecule, has the potential to overcome the therapeutic limitations of native DMT. To date, CYB004 has demonstrated robust and rapid-onset psychedelic effects at lower doses compared to native DMT, suggesting potential as a short-acting, scalable treatment. Additionally, learnings from Phase 1 studies of IM SPL028 have supported IM administration as a viable dosing method for deuterated DMT, suggesting the potential for CYB004 to offer more convenient and patient-friendly dosing methods.

CYB004 is secured by a U.S. composition of matter patent with protection through 2041. The patent covers a range of deuteration forms of DMT and protects CYB004 as a putative new chemical entity.

On June 7, 2022, the Company announced it had entered into an agreement to acquire a Phase 1 DMT study (the “Asset Acquisition”) from Entheon Biomedical Corp. (“Entheon”) to accelerate the clinical development path for CYB004. On July 11, 2022, the Company announced that the Asset Acquisition was completed. The Phase 1 study, previously identified as EBRX-101 and now named CYB004-E, was conducted in the Netherlands. Entheon acted as external consultants to the Company for approximately 10 months after the Asset Acquisition.

On January 12, 2023, the Company announced that it has selected GAD as the target indication for its proprietary deuterated DMT molecule, CYB004.

About the Phase 1 CYB004-E DMT Study

The Phase 1 trial was a three-part study evaluating the safety, pharmacokinetics, and pharmacodynamics of escalating doses of DMT and CYB004 in healthy volunteers. The three-part study design was established in a protocol amendment to the initial study design, allowing the Company to commence first-in-human dosing of CYB004 sooner than initially planned. The study provided essential safety and dosing optimization data informing the clinical path forward for CYB004. The CYB004-E study was conducted at the Centre for Human Drug Research in the Netherlands and is one of the largest Phase 1 DMT clinical trials to date.

On November 10, 2022, the Company announced that its CYB004-E Phase 1 trial evaluating IV DMT completed dosing for four out of five cohorts and that the Safety Review Committee had confirmed no safety issues.

On February 1, 2023, the Company announced that it had received approval from an independent ethics committee in the Netherlands to initiate first-in-human dosing of CYB004 through a protocol amendment to its ongoing Phase 1 CYB004-E study.

On February 28, 2023, the Company announced a protocol amendment to the initial Phase 1 study design that would allow the Company to initiate first-in-human dosing of CYB004 sooner than initially planned. Per the protocol amendment, Cybin established a three-part study to include Part A (IV DMT infusion), Part B (IV DMT bolus + infusion) and Part C (IV CYB004 bolus + infusion) in healthy volunteers. The Company was able to rely upon completed preclinical data to gain regulatory authorization to add CYB004 to the CYB004-E DMT Study. The Company also announced confirmatory data from Part A, the single ascending dose portion of the CYB004-E study, which assessed a continuous IV DMT infusion. The Part A data showed a dose-proportional increase in exposure and

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dose-related increase in behavioral measures of subjective psychedelic experience with IV DMT. IV DMT was also well-tolerated with no safety issues and no serious adverse events within the dose range evaluated.

On May 9, 2023, the Company announced that it had completed dosing for the last subject in Part B of the Phase 1 CYB004-E trial.

On May 24, 2023, the Company announced that it had initiated first-in-human dosing of CYB004 in Part C of the Phase 1 CYB004-E trial.

On January 8, 2024, the Company announced positive topline results from its Phase 1 studies of its proprietary deuterated DMT molecules, CYB004 and SPL028.

•The Phase 1 CYB004 study results showed that IV CYB004 demonstrated robust and rapid-onset psychedelic effects at lower doses compared to native DMT. These psychedelic effects were rapid in onset when administered as an IV bolus over five minutes and persisted for about 40 minutes after the bolus without the need for an extended infusion.

•The Phase 1 SPL028 study identified an IM dose of SPL028 that resulted in a breakthrough psychedelic experience, with a total duration ranging from 55 to 120 minutes.

•Both CYB004 (IV) and SPL028 (IM and IV) were well-tolerated with no serious adverse events, and the majority of adverse events were mild to moderate and self-limiting.

On January 23, 2024, the Company announced that it had received FDA clearance to initiate a Phase 2 study of CYB004 in GAD.

On March 15, 2024, the Company announced that it had initiated a Phase 2 study of IM CYB004 in participants with moderate to severe GAD.

About the Phase 2 CYB004 Study in GAD

The CYB004-002 Phase 2 study is a randomized, double-blind study which will evaluate the safety and efficacy of CYB004 in participants with moderate to severe GAD (GAD-7 score ≥10), with concomitant antidepressant/anxiolytic treatment and co-morbid depression allowed. The study will recruit approximately 36 participants, who will be randomized in a double-blind manner, into two groups. The first group will receive two IM doses of CYB004, three weeks apart, while the second group will receive two low-dose control administrations of sub-psychedelic doses of CYB004. The primary endpoint is a change in the Hamilton Anxiety Rating Scale score from baseline at six weeks following the second dose. Other endpoints include the MADRS depression assessment, safety assessments, MEQ30 (psychedelic experience assessment) and EQ-5D-5L (quality of life assessment). Participants will be followed for up to a year. Results from this study are expected to provide proof of concept for CYB004’s efficacy in GAD, the time to onset of effects, as well as durability of effects to one year.

The Company spent approximately $7,130 on its Deuterated Dimethyltryptamine Program during the twelve months ended March 31, 2024, related to the milestones detailed below.

As the Company continues to progress its Deuterated Dimethyltryptamine Program, additional milestones related to its clinical development have been identified. The Company intends to:

•provide topline safety and efficacy data from Phase 2 GAD study around year end 202415.

15See footnotes 9.

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The Company spent approximately $1,847 to initiate a Phase 2a GAD study in Q1 2024 during the twelve months ended March 31, 202416. The Company spent approximately $7,32217,18 to complete FDA IND submission for CYB004 in January 2024 of which approximately $2,349 was spent during the twelve months ended March 31, 2024, and approximately $4,973 was spent in the financial year ended March 31, 2023. The Company spent approximately $5,61119 to provide topline data from the Phase 1 CYB004-E trial in January 2024 of which approximately $2,814 was spent during the twelve months ended March 31, 2024 and approximately $2,797 was spent in the financial year ended March 31, 2023.

The Company expects to spend approximately $5,521 to provide topline safety and efficacy data from Phase 2 GAD study around year end 2024 of which approximately $58 was spent during the twelve months ended March 31, 2024, resulting in an approximate remaining spend as of March 31, 2024 of $5,463 by Q4 202420.

The Company intends to continue funding the Deuterated Dimethyltryptamine (CYB004) Program.

In addition, following the acquisition of Small Pharma, the Company is continuing to assess and will provide further information and updates upon completion of the integration of Small Pharma’s business, including the anticipated spend associated with the SPL028 study21.

Phenethylamine Derivatives Program (CYB005)

The Company's Phenethylamine Derivatives Program (CYB005) is focused on the development of therapeutic phenethylamine derivatives. Multiple phenethylamines have been shown to have psychedelic properties and several, such as MDMA, have shown promise as therapeutics. Cybin’s proprietary approach to phenethylamines modification with novel chemistry, proprietary formulations and directed delivery systems has yielded a number of novel, IP-protected leads with significant therapeutic potential. Several compounds are now being further studied both in vitro and in vivo for selection of the best development candidates, including evaluating the benefits of sub-psychedelic,

16The Company has completed this milestone. The Company had previously estimated that its spending to initiate a Phase 2a GAD study would be $1,270. Anticipated timing and spending regarding drug development is based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date. Reflects actual spend during the financial year ended March 31, 2024.

17Anticipated timing and spending regarding drug development is based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date.

18The Company has completed this milestone. The Company had previously estimated that its spending to complete FDA IND submission for CYB004 would be $7,245. Anticipated timing and spending regarding drug development is based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date. Reflects actual spend during the financial year ended March 31, 2024.

19The Company has completed this milestone. The Company had previously estimated that its spending to advance the Phase 1 CYB004-E trial would be $5,733. Anticipated timing and spending regarding drug development is based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date. Reflects actual spend during the financial year ended March 31, 2024, during the period from April 1, 2023 to March 31, 2024.

20See footnote 15.

21See footnotes 9 and 16.

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chronic dosing. The Company is investigating the effects of phenethylamine derivatives on neuroplasticity, and for the potential treatment of psychiatric disorders, neuroinflammation and other neurological conditions.22

In order to assess the feasibility and viability of these phenethylamine derivatives entering clinical studies, the Company has and will continue to contract with reputable and licensed third-party vendors to undertake extensive preclinical characterization of target molecules on the Company’s behalf. These activities include, but are not limited to: the synthesis of such molecules as API at laboratory scale, the development and optimization of production processes for such APIs, the development of stable formulations utilizing these APIs, the development and validation of analytical methods for such formulations, the scale up of API production processes beyond laboratory scale to deliver GLP and GMP material suitable for entry into animal and human studies, studies of the stability of such formulations suitable for human studies, the development of Chemistry, Manufacturing and Controls to meet cGMP.

In addition, utilizing the expertise of selected third parties, the Company intends to oversee the study of the pharmacokinetic profiles of its formulations in a number of animal models and the completion of Absorption, Distribution, Metabolism, and Excretion ("ADME") profiles. Further, the Company’s licensed third party vendors will be responsible for completing a range of additional preclinical programs including, but not limited to, dose-ranging studies in multiple animal species, toxicity studies in multiple animal species, genotoxicity studies, along with neuropharmacological, pulmonary, and cardiovascular profiling, before the final selection of drug candidates for entry into human trials.

The Company intends to complete these studies, and collect further relevant safety and toxicity data, prior to the filing for any IND application with the FDA, a CTA with Health Canada, or other similar application with regulatory bodies in other jurisdictions.

The Company spent approximately $83 on its preclinical Phenethylamine Derivatives Program during the twelve months ended March 31, 2024.

The Company is currently identifying a viable drug candidate and completing its assessment of the potential path forward for this candidate, including whether it will be developed internally or by way of potential third party partners. The Company anticipates that its phenethylamine program may deliver a drug candidate suitable for entry into clinical studies by the end of calendar 202423.

22This statement is based on the following material factors and assumptions: (a) the Company assumes it will enter into a contract with a licensed third-party vendor to undertake extensive preclinical characterization of target molecules on the Company’s behalf; (b) the Company anticipates to complete a number of animal models and the completion of ADME profiles; (c) the Company assumes to enter into third party agreements in order to complete a range of additional preclinical programs including but not limited to dose-ranging studies in multiple animal species, toxicity studies in multiple animal species, genotoxicity studies, teratogenicity studies, along with neuropharmacological, pulmonary, and cardiovascular profiling before the final selection of drug candidates for entry into human trials; and (d) obtain an IND and/or a CTA to enter into clinical trials. As of the date hereof, it has not yet completed the aforementioned items. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date.

23See footnote 9.

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The Company expects to spend approximately $90024 to complete preclinical development of a phenethylamine drug candidate by 202425, of which approximately $83 was spent during the twelve months ended March 31, 2024, and approximately $782 was spent during the financial year ended March 31, 2023 resulting in an approximate remaining spend as of March 31, 2024 of $35. The Company intends to continue funding the Phenethylamine Derivatives Program (CYB005) Program.

Technology Programs

Digital Therapy Platform

The Company has been working on the creation of a patient digital therapy platform (the “Digital Platform”). The Digital Platform is envisioned to help patients undergoing psychedelic therapies to memorialize the learning from their treatment sessions and to assist with the integration of such learnings into the patient’s psychotherapy program.

The Company’s digital therapy platform technology is designed to better enable the evaluation of patient outcomes through a highly secure, patient-centered data analytics platform for better pre- and post-psychedelic treatments. The digital therapy platform is proprietary to Cybin and the subject of one of the Company’s patent applications.

Proof-of-concept testing for the Company's Digital Platform was completed in Q2 2022. The Company is currently evaluating paths forward for its Digital Platform program.

Kernel Collaboration

On January 11, 2021, the Company announced that it entered into an agreement with HI, LLC dba Kernel (“Kernel”) that will enable the Company to use the Kernel Flow technology ("Flow") to potentially measure neural activity during psychedelic therapy.

On October 26, 2021, the Company announced that the FDA had authorized an IND application to proceed with a Cybin-sponsored feasibility study using Flow to measure ketamine’s psychedelic effect on cerebral cortex hemodynamics. On January 11, 2022, the Company announced that the IRB had approved the feasibility study. On May 9, 2022, the Company and Kernel announced results from the piloting of the feasibility study. The preliminary data confirmed Flow's ability to successfully measure neuro-effect of ketamine over 10 days.26 The Company completed its feasibility study sponsorship utilizing Flow in Q3 2022.

On January 18, 2023, the Company announced promising results from the completed feasibility study, evaluating Flow's wearable technology to measure ketamine's psychedelic effect on cerebral cortex hemodynamics. Key findings from the study provided proof-of-principle for Flow as a portable functional system that provides real-time

24Reflects actual spend during the financial year ended March 31, 2023, the twelve months ended March 31, 2024, and expected spend during the period from January 1, 2024 until the achievement of preclinical development of a phenethylamine drug candidate by December 31, 2024. Anticipated timing and spending regarding drug development is based on reasonable assumptions informed by current knowledge and information available to the Company. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date.

25The Company has updated this milestone. The Company had previously expected it would complete this milestone by Q3 2023. The Company now expects to complete preclinical development of phenethylamine drug candidate by the end of Q4 2024.Change in anticipated timing due to the prioritization of the CYB003 Program. Anticipated spending and timelines regarding drug development are based on reasonable assumptions informed by current knowledge and information available to the Company. See also footnote 9.

26 Preliminary data from the piloting suggested that ketamine-induced changes in functional connectivity persisted for several days after administration. Flow successfully measured the neuro-effect of ketamine over 11 days (baseline at Days 1-5, dosing at Day 6, follow-up at Days 7-11), and confirmed changes in functional connectivity that are consistent with current scientific research (Scheidegger et al 2012; Zacharias et al 2019; Li et al 2022). The piloting was conducted to ensure the efficiency of the feasibility study design. Participants in the pilot received either a low dose of ketamine and/or a placebo while wearing the Flow headset.

17

measurements of changes in blood oxygenation in the brain associated with neural activity. The study demonstrated ketamine-induced changes to functional brain biomarkers associated with potential therapeutic effects, including changes in cortical function associated with psychedelic experiences. Additionally, Flow demonstrated reliable measurements of pulse rate ("PR") and pulse rate variability ("PRV"), therefore eliminating the need for external cardiac activity sensors in future studies. The study also observed physiological measures of the effects of ketamine, including increased PR, decreased PRV, increased absolute concentrations of oxy-hemoglobin and decreased deoxyhemoglobin, and elevated electrodermal activity.

On July 20, 2023, the Company commended Kernelon their publication titled "Measuring acute effects of subanesthetic ketamine on cerebrovascular hemodynamics in humans using TD-fNIRS" in the journal Scientific Reports from the Nature Portfolio of Journals. The publication highlights the results of the Cybin-sponsored Kernel Flow1 feasibility study demonstrating the capabilities of the Flow1 system to capture and analyze brain changes resulting from the administration of a psychoactive substance. The feasibility study is the largest functional near-infrared spectroscopy (“fNIRS”) study to measure the acute effect of a psychedelic and is the first ever fNIRS neuroimaging study evaluating ketamine in humans. In this single-blind, placebo-controlled study, employing a non-randomized design, the Flow1 system, built with time-domain functional near-infrared spectroscopy (TD-fNIRS) was utilized to measure acute brain dynamics following intramuscular subanesthetic ketamine (0.75 mg/kg) and placebo (saline) administration in a clinical setting. Results from the study are intended to inform the next steps forward for this program.

Results from the study are intended to inform the next steps forward for this program.

About the Phase 1 Kernel Flow Feasibility Study

The feasibility study was a single-blind, placebo-controlled, non-randomized design with participants completing study visits roughly once a week for four weeks. The four study visits were always conducted in the same order: a screening visit, two dosing visits, and a follow-up phone call. Dosing visits were always placebo (saline, 0.9% NaCl) first and ketamine second, with the ketamine visit occurring one week (7.1±0.5 days, mean ±standard deviation) after the saline visit. Ketamine and saline were administered via bolus intramuscular injection (deltoid muscle). Ketamine dosing was based on participant weight with a target of 0.75 mg/kg, up to the maximum dose of 60 mg. Two participants were administered the maximum dose. Participants included 15 healthy individuals who met eligibility criteria and consented to participation in the study. There were eight females and seven males, all 24-48 years old.

The main objective of the feasibility study was to evaluate a participant’s experience wearing Flow while in an altered state of consciousness following the administration of ketamine.

As part of the Company’s sponsorship of the feasibility study, the Company will retain an exclusive interest in any innovations that are discovered or developed through its independent analysis of the study findings.

Update on Use of Proceeds

August Prospectus Supplement

The table below covers the period beginning July 1, 2023 until June 30, 2024, and describes the differences between the Company’s anticipated use of proceeds of $10,018 as previously disclosed in the Company’s prospectus supplement dated August 1, 2023 (the “August Prospectus Supplement”) to the Company’s short form base shelf prospectus dated July 5, 2021 (the “ 2021Base Shelf Prospectus”), the revised estimated costs as at March 31, 2024, for the same period, and the actual use of proceeds as at March 31, 2024.

18

Use of Available Funds ($000’s)(1)(2)	Previous Disclosure Regarding Use of Proceeds in the August Prospectus Supplement (July 1, 2023 to June 30 2024)	Actual Use of Proceeds as at March 31, 2024	Revised Estimated Use of Proceeds
Deuterated Psilocybin Analog Program
Complete FDA submission of Phase 1/2a data	$2,500	$2,500	$2,500
Deuterated Dimethyltryptamine Program
Provide topline data from Phase 1 CYB004-E trial	$1,269	$1,269	$1,269
Complete FDA IND submission	$1,373	$1,373	$1,373
Phenethylamine Development Program
Progression of phenethylamine candidate to clinical studies	Nil	Nil	Nil
Other
Working Capital, and General Corporate Purposes(3)	$4,876	$4,876	$4,876
TOTAL:	$10,018	$10,018	$10,018

Notes:

(1)Certain amounts have been converted from USD to CAD at an exchange rate of 1.35:1.

(2)Such amounts do not reflect the entire anticipated expenditures or budget related to the listed programs. For further information see “Non-Revenue Generating Projects”.

(3)Includes personnel costs, professional services, overhead expenses and general expenses to be incurred by the Company in the normal course of business. In addition, the Company intends to use a portion of these proceeds to continue funding both its Deuterated Psilocybin Analog and Deuterated Dimethyltryptamine programs. The allocation between these programs and specific milestones within the programs have not yet been determined.

November Prospectus Supplement

The table below covers the period beginning November 1, 2023 until October 31, 2024, and describes the differences between the Company’s anticipated use of proceeds of $28,070 as previously disclosed in the Company’s prospectus supplement dated November 10, 2023 (the “November Prospectus Supplement”) to the Company’s base shelf prospectus dated August 17, 2023 (the “2023 Base Shelf Prospectus”), the revised estimated costs as at March 31, 2024, for the same period, and the actual use of proceeds as at December 31, 2023.

Use of Available Funds (USD $000’s)(1)(2)	Previous Disclosure Regarding Use of Proceeds in the November Prospectus Supplement (November 1, 2023, to October 31, 2024)	Actual Use of Proceeds as at March 31, 2024	Revised Estimated Use of Proceeds
Deuterated Psilocybin Analog Program
Initiate a Phase 3 Study of CYB003 in MDD	$6,393	$2,204	$6,393
Deuterated Dimethyltryptamine Program
Initiate a Phase 2 Proof-Of-Concept Study(3)	$597	$597	$597
Initiate a Subcutaneous Formulation Study	$780	Nil	Nil
Phenethylamine Development Program
Progression of phenethylamine candidate to clinical studies	Nil	Nil	Nil
Other
Working Capital, and General Corporate Purposes(4)	$20,300	$20,300	$21,080
TOTAL:	$28,070	$23,101	$28,070

19

Notes:

(1)Amounts in the chart are in USD. Certain amounts have been converted from USD to CAD at an exchange rate of 1:0.74.

(2)Such amounts do not reflect the entire anticipated expenditures or budget related to the listed programs. For further information see “Non-Revenue Generating Projects”.

(3)This milestone is now denoted as 'initiate a Phase 2a GAD study'. For further information see "Deuterated Dimethyltryptamine Program".

(4)Includes personnel costs, professional services, overhead expenses and general expenses to be incurred by the Company in the normal course of business. In addition, the Company intends to use a portion of these proceeds to continue funding both its Deuterated Psilocybin Analog and Deuterated Dimethyltryptamine programs. The allocation between these programs and specific milestones within the programs have not yet been determined.

The Company has negative cash flow from operating activities and has historically incurred net losses. To the extent that the Company has negative operating cash flows in future periods, it may need to deploy a portion of its existing working capital to fund such negative cash flows. The Company will be required to raise additional funds through the issuance of additional equity securities, through loan financing, or other means, such as through partnerships with other companies and research and development reimbursements. There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favourable to the Company as those previously obtained.

The expected use of net proceeds from the Company’s financing activities, as presented above, represents the Company’s current intentions based upon its present plans and business condition, which could change in the future as its plans and business conditions evolve. The amounts and timing of the actual use of the net proceeds will depend on multiple factors and there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary in order for the Company to achieve its stated business objectives. The Company may also require additional funds in order to fulfill its expenditure requirements to meet existing and any new business objectives, and the Company expects to either issue additional securities or incur debt to do so.

Relationships with Third Parties

The Company’s research and development of its psychedelic pharmaceutical products is conducted by way of licensed partners. The Company also intends to sponsor clinical and other studies at various clinical trial sites.

University of Washington

The Company has licensed the use of its EMBARK psychological support model to the University of Washington for a randomized, placebo-controlled clinical trial of psilocybin for frontline clinicians experiencing COVID-19 related distress.

Greenbrook TMS

On July 6, 2021, the Company entered into a collaboration agreement with Greenbrook TMS to establish mental health centers of excellence for the purpose of facilitating research and development of innovative psychedelic compound-based therapeutics for patients suffering from depression.

Clinilabs Drug Development Corporation

On April 21, 2022, the Company announced that it had partnered with Clinilabs, a global, full-service contract research organization with deep expertise in central nervous system drug development, to carry out the Company’s Phase 1/2a clinical trial of CYB003, its proprietary deuterated psilocybin analog.

Entheon Biomedical Corp.

20

On July 11, 2022, the Company completed the acquisition of a Phase 1 DMT study from Entheon. As part of the Asset Acquisition, Entheon assigned its rights under the Master Services Agreement between Entheon and Centre For Human Drug Research (“CHDR”) to the Company. The Company now maintains a direct contractual relationship with CHDR to conduct the CYB004-E trial. CHDR is an independent institute in the Netherlands specializing in innovative early-stage clinical drug research.

Mindset Pharma Inc.

On September 27, 2022, the Company entered into an agreement, as amended, with Mindset Pharma Inc. (“Mindset”) to acquire an exclusive license to an extensive targeted class of tryptamine-based molecules. The agreement includes an initial license fee payment by Cybin to Mindset of US$500 as well as additional clinical development milestone payments of up to US$9,500, with the first milestone payment, in the amount of US$500, payable upon completion of a Phase 1 clinical trial. At the sole discretion of Cybin, the milestones may be paid in cash or in Common Shares, or a combination thereof, subject to the approval of the Exchange. There is no assurance that the aforementioned milestones will be met. The agreement also contemplates a sales royalty of approximately 2% for all commercialized licensed products within the scope of the agreement, which is customary for drug licensing agreements of this nature.

Worldwide Clinical Trials

On July 26, 2023, the Company announced that it has partnered with Worldwide Clinical Trials, a global, full-service contract research organization with deep expertise managing clinical trials for mental health conditions, including MDD.

Other Third-Party Partners

The Company has established contractual sources of synthetic GMP (as defined below) and non-GMP raw materials to support its development operations through licensed third-party suppliers located in Canada, the United States, the UK and Europe. Such raw materials are expected to be, in general, readily available and in adequate supply to meet the Company’s need for development quantities, or custom manufactured on the Company’s behalf.27 The prices of research quantities of psilocybin and novel psychedelic compounds are generally higher than commercial supply prices at significantly larger scale and the Company, therefore, expects its supply prices to reduce over time. Development and production of the Company’s proprietary novel compounds is performed under confidential contractual agreements.

The Company has conducted due diligence on each such third party, including but not limited to the review of necessary licences and the regulatory framework enacted in the jurisdiction of operation.

The allocation of capital towards the Company’s ongoing projects and programs is largely dependent on the success, or difficulties encountered, in any particular portion of the process and therefore the time involved in completing it; in turn the time and costs associated with completing each step are highly dependent on the incremental results of each step and the results of other programs, and the Company’s need to be flexible to rapidly reallocate capital to projects whose results show the greatest potential. As such, it is difficult for the Company to anticipate the timing and costs associated with taking the projects to their next planned stage, and the Company cannot make assurances that the foregoing estimates will prove to be accurate, as actual results and future events could differ materially from those anticipated. Accordingly, investors are cautioned not to put undue reliance on the foregoing estimates.

Moreover, identifying the timing and costs of such projects beyond their immediate next steps go to the core differentiating factors with respect to the Company and its competitors. The disclosure of prospective costs and timing other than as already disclosed by the Company would negatively impact shareholder value and undermine the

27At this time the Company has not entered into commercial supply agreements and has no control over price or conditions. The Company has assumed that it will be able to enter into commercial supply agreements at such a time when there will be sufficient competition in the market which will render prices reasonable.

21

Company’s proprietary technology. In keeping with pharmaceutical industry practice, it is the Company’s policy to disclose these details in conjunction with its financial statements, and to publicly disclose published patent applications, published scientific papers, scientific symposia and the attainment of key milestones only. In addition, the premature disclosure of proprietary data would have a material and adverse effect on the Company’s patent and other intellectual property rights and could result in the breach of confidentiality obligations.

The material factors or assumptions used to develop the estimated costs disclosed above are included in the “Cautionary Note Regarding Forward-Looking Information” section above. The actual amount that the Company spends in connection with each of the intended uses of proceeds will depend on a number of factors, including those listed under “Risk Factors” in this MD&A or unforeseen events.

Other than as described in the AIF and herein, to the knowledge of management, there are no other particular significant events or milestones that must occur for the Company’s business objectives in the next 12 months to be accomplished. However, there is no guarantee that the Company will meet its business objectives or milestones described above within the specific time periods, within the estimated costs or at all. The Company may, for sound business reasons, reallocate its time or capital resources, or both, differently than as described above.

The Company has negative cash flow from operating activities and has historically incurred net losses. To the extent that the Company has negative operating cash flows in future periods, it may need to deploy a portion of its existing working capital to fund such negative cash flows. The Company will be required to raise additional funds through the issuance of additional equity securities, through loan financing, or other means, such as through partnerships with other companies and research and development reimbursements. There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favourable to the Company as those previously obtained.

Intellectual Property

Cybin has title to fourteen granted US patents and fifty three granted national (non-US) patents, including claims directed to compositions of matter and methods of use in support of its research and development and preclinical and clinical trial programs. Granted European patents are counted as a single granted patent (as opposed to multiple patents in each European territory in which the patent is in force).

	Patent Number	Jurisdiction of Filing	Description
1	11,242,318	United States	Deuterated Tryptamine Derivatives And Methods Of Use
2	11,724,985	United States	Deuterated Tryptamine Derivatives And Methods Of Use
3	11,746,088	United States	Deuterated Tryptamine Derivatives And Methods Of Use
4	11,834,410	United States	Deuterated Tryptamine Derivatives And Methods Of Use
5	11,958,807	United States	Deuterated Tryptamine Derivatives And Methods of Use
6	2018311307	Australia	Crystalline Forms of Hydroxynorketamine
7	2020378647	Australia	Method of Synthesis
8	2020381103	Australia	Compounds
9	2021334933	Australia	Injectable Formulation
10	2021204158	Australia	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
11	1120220000000	Brazil	Injectable Formulation
12	3104072	Canada	Drug Substance Compositions Comprising N,N-Dimethyltryptamine
13	3160337	Canada	Method of Synthesis
14	3179161	Canada	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
15	3160334	Canada	Compounds
16	3179335	Canada	Injectable Formulation

22

17	ZL202080087091.0	China	Compounds
18	ZL202080087092.5	China	Method of Synthesis
19	ZL202180044031.5	China	Injectable Formulation
20	ZL202180046463.X	China	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
21	046951	Eurasian Patent Office	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
22	3463323	European Patent Office	Solid Oral Dosage Forms of 2R,6R-Hydroxynorketamine or Derivatives Thereof
23	3687515	European Patent Office	Solid Oral Dosage Forms of Ketamine Derivatives
24	3532457	European Patent Office	Crystalline Forms of Hydroxynorketamine
25	3826632	European Patent Office	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
26	3844147	European Patent Office	Compounds
27	3873883	European Patent Office	Method of Synthesis
28	3902541	European Patent Office	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
29	4031529	European Patent Office	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
30	40010285	Hong Kong	Crystalline Forms of Hydroxynorketamine
31	40042383	Hong Kong	Therapeutic Compositions
32	40035970	Hong Kong	Solid Oral Dosage Forms of Ketamine Derivatives
33	40056359	Hong Kong	Compounds
34	40060666	Hong Kong	Method of Synthesis
35	40065709	Hong Kong	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
36	40064531	Hong Kong	Therapeutic Solid Dosage Forms
37	40045846	Hong Kong	Therapeutic Compositions
38	40060891	Hong Kong	Therapeutic Compositions
39	40078818	Hong Kong	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
40	507114	India	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
41	528813	India	Injectable Formulation
42	292753	Israel	Compounds
43	7288154	Japan	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
44	2023 500532	Japan	Method of Synthesis
45	2022 546635	Japan	Compounds
46	2023 533436	Japan	Injectable Formulations
47	404310	Mexico	Compounds
48	411316	Mexico	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
49	412331	Mexico	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
50	788543	New Zealand	Dimethyltryptamine derivatives and their use in psychedelic-assisted psychotherapy
51	794833	New Zealand	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
52	2589605	Republic of Korea	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
53	2636385	Republic of Korea	Injectable Formulation
54	2023/01086	South Africa	Injectable Formulation
55	2585978	United Kingdom	Therapeutic Compositions
56	2586940	United Kingdom	Therapeutic Compositions
57	2592822	United Kingdom	Therapeutic Compositions

23

58	2595776	United Kingdom	Therapeutic Solid Dosage Forms
59	11,377,416	United States	Crystalline Forms of Hydroxynorketamine
60	11,771,681	United States	Therapeutic Compositions
61	11,773,062	United States	Deuterated Compounds
62	11,643,390	United States	Synthesis of N,N-Dimethyltryptamine-Type Compounds, Methods, and Uses
63	11,471,417	United States	Deuterated N,N-Dimethyltryptamine Compounds
64	11,406,619	United States	Injectable Formulations
65	11,697,638	United States	5-Methoxy-N,N-Dimethyltryptamine Crystalline Forms
66	11,660,289	United States	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
67	11,578,039	United States	Compounds

In addition, Cybin has title to thirteen provisional patent applications, twenty five US non-provisional patent applications, one hundred and fifty five national (non-US) patent applications, and fourteen Patent Cooperation Treaty (“PCT”) applications, including claims directed to compositions of matter and methods of use in support of its research and development and preclinical and clinical trial programs.

	Patent Application Number	Jurisdiction of Filing	Status	Description
1	18/056,958	United States	Pending	Deuterated Tryptamine Derivatives and Methods of Use
2	17/999,310	United States	Pending	Deuterated Tryptamine Derivatives and Methods of Use
3	PCT/EP2023/050702	Ireland	Pending	Tryptamine Compositions and Methods
4	PCT/EP2023/053744	Ireland	Pending	Therapeutic Phenethylamine Compositions and Methods of Use
5	PCT/EP2023/053752	Ireland	Pending	Phenethylamine Derivatives, Compositions, and Methods of Use
6	18/041,731	United States	Pending	Therapeutic Phenethylamine Compositions and Methods of Use
7	18/041,728	United States	Pending	Phenethylamine Derivatives, Compositions, and Methods of Use
8	18/027,810	United States	Pending	Methods For Delivery of Psychedelic Medications By Inhalation and Systems For Performing the Methods
9	PCT/EP2023/057939	Ireland	Pending	Methods For Delivery of Psychedelic Medications By Inhalation and Systems For Performing the Methods
10	PCT/EP2023/058107	Ireland	Pending	Combination Drug Therapies
11	63/507,059	United States	Pending	Companion Animal Treatments
12	63/507,062	United States	Pending	Injectable Pharmaceutical Formulations
13	PCT/EP2023/066900	Ireland	Pending	Formulations of Psilocybin
14	63/510,089	United States	Pending	Processes for Preparing Phenethylamine Compounds
15	63/512,466	United States	Pending	Methods of Treating Disorders with a Psilocybin Analog
16	18/353,492	United States	Pending	Deuterated Tryptamine Derivatives and Methods of Use
17	63/519,992	United States	Pending	Methods of Treating Disorders with a Psilocybin Analog
18	18/547,100	United States	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
19	PCT/EP2023/073122	Ireland	Pending	Tryptamine Compounds, Compositions, and Methods of Use
20	PCT/EP2023/080027	Ireland	Pending	Phenethylamine Compounds, Compositions, and Methods of Use
21	63/599,483	United States	Pending	Injectable Pharmaceutical Formulations
22	18/561,152	United States	Pending	Formulations of Psilocybin
23	63/600,179	United States	Pending	Companion Animal Treatments
24	63/602,888	United States	Pending	Methods of Treating Disorders with a Psilocybin Analog
25	63/603,262	United States	Pending	Methods of Treating Disorders with a Psilocybin Analog
26	63/603,886	United States	Pending	Methods of Treating Disorders with a Psilocybin Analog
27	18/576,487	United States	Pending	Integrated Data Collection Devices for Use in Various Therapeutic and Wellness Applications
28	63/553,321	United States	Pending	Methods of Treating Disorders with a Psilocybin Analog

24

29	18/588,132	United States	Pending	Methods of Treating Disorders with a Psilocybin Analog
30	PCT/EP2024/054897	Ireland	Pending	Methods of Treating Disorders with a Psilocybin Analog
31	18/688,125	United States	Pending	Combination Drug Therapies
32	18/600,018	United States	Pending	Deuterated Tryptamine Derivatives and Methods of Use
33	PCT/EP2024/062406	Ireland	Pending	Injectable Pharmaceutical Formulations
34	18/707,825	United States	Pending	Formulations Of Psilocybin Analogs and Methods of Use
35	18/720,922	United States	Pending	Tryptamine Compositions and Methods
36	793553	New Zealand	Pending	Deuterated Tryptamine Derivatives and Methods of Use
37	297492	Israel	Pending	Deuterated Tryptamine Derivatives and Methods of Use
38	312785	Israel	Pending	Deuterated Tryptamine Derivatives and Methods of Use
39	3177454	Canada	Pending	Deuterated Tryptamine Derivatives and Methods of Use
40	NC2022/0016662	Colombia	Pending	Deuterated Tryptamine Derivatives and Methods of Use
41	MX/a/2022/014605	Mexico	Pending	Deuterated Tryptamine Derivatives and Methods of Use
42	202203191	Chile	Pending	Deuterated Tryptamine Derivatives and Methods of Use
43	10-2022-7040243	Republic of Korea	Pending	Deuterated Tryptamine Derivatives and Methods of Use
44	10-2024-7019118	Republic of Korea	Pending	Deuterated Tryptamine Derivatives and Methods of Use
45	EP21808464.8	European Patent Office	Pending	Deuterated Tryptamine Derivatives and Methods of Use
46	24175524.8	European Patent Office	Pending	Deuterated Tryptamine Derivatives and Methods of Use
47	202180036163.3	China	Pending	Deuterated Tryptamine Derivatives and Methods of Use
48	1120220235658	Brazil	Pending	Deuterated Tryptamine Derivatives and Methods of Use
49	2021276656	Australia	Pending	Deuterated Tryptamine Derivatives and Methods of Use
50	2024203974	Australia	Pending	Deuterated Tryptamine Derivatives and Methods of Use
51	11202254530T	Singapore	Pending	Deuterated Tryptamine Derivatives and Methods of Use
52	202213256	South Africa	Pending	Deuterated Tryptamine Derivatives and Methods of Use
53	2201007493	Thailand	Pending	Deuterated Tryptamine Derivatives and Methods of Use
54	1-2022-553135	Philippines	Pending	Deuterated Tryptamine Derivatives and Methods of Use
55	202227065770	India	Pending	Deuterated Tryptamine Derivatives and Methods of Use
56	2022-571175	Japan	Pending	Deuterated Tryptamine Derivatives and Methods of Use
57	2024-080101	Japan	Pending	Deuterated Tryptamine Derivatives and Methods of Use
58	62023078320.6	Hong Kong	Pending	Deuterated Tryptamine Derivatives and Methods of Use
59	3186357	Canada	Pending	Therapeutic Phenethylamine Compositions and Methods of Use
60	10-2023-7003815	Korea	Pending	Therapeutic Phenethylamine Compositions and Methods of Use
61	2021327136	Australia	Pending	Therapeutic Phenethylamine Compositions and Methods of Use
62	2023-512063	Japan	Pending	Therapeutic Phenethylamine Compositions and Methods of Use
63	21766581.9	European Patent Office	Pending	Therapeutic Phenethylamine Compositions and Methods of Use
64	62023079716.4	Hong Kong	Pending	Therapeutic Phenethylamine Compositions and Methods of Use
65	3186359	Canada	Pending	Phenethylamine Derivatives, Compositions, and Methods of Use
66	10-2023-7006128	Korea	Pending	Phenethylamine Derivatives, Compositions, and Methods of Use
67	2021328671	Australia	Pending	Phenethylamine Derivatives, Compositions, and Methods of Use
68	2023-512107	Japan	Pending	Phenethylamine Derivatives, Compositions, and Methods of Use
69	21763068.0	European Patent Office	Pending	Phenethylamine Derivatives, Compositions, and Methods of Use
70	62023079718.0	Hong Kong	Pending	Phenethylamine Derivatives, Compositions, and Methods of Use
71	21786852.0	European Patent Office	Pending	Methods For Delivery of Psychedelic Medications By Inhalation and Systems For Performing the Methods

25

72	10-2023-7007858	Korea	Pending	Methods For Delivery of Psychedelic Medications By Inhalation and Systems For Performing the Methods
73	2021354006	Australia	Pending	Methods For Delivery of Psychedelic Medications By Inhalation and Systems For Performing the Methods
74	2023-519831	Japan	Pending	Methods For Delivery of Psychedelic Medications By Inhalation and Systems For Performing the Methods
75	3194558	Canada	Pending	Methods For Delivery of Psychedelic Medications By Inhalation and Systems For Performing the Methods
76	62023079720.6	Hong Kong	Pending	Methods For Delivery of Psychedelic Medications By Inhalation and Systems For Performing the Methods
77	802136	New Zealand	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
78	305457	Israel	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
79	3212563	Canada	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
80	NC2023/0013714	Columbia	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
81	MX/a/2023/010843	Mexico	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
82	202302731	Chile	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
83	10-2023-7032581	Korea	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
84	22716857.2	European Patent Office	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
85	202280022029.2	China	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
86	1120230188946	Brazil	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
87	2022239825	Australia	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
88	11202305618U	Singapore	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
89	202309486	South Africa	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
90	2301005753	Thailand	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
91	1-2023-552572	Philippines	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
92	202327063524	India	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
93	2023-556906	Japan	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
94	62024086011.9	Hong Kong	Pending	Psilocybin Analogs, Salts, Compositions, and Methods of Use
95	2022277515	Australia	Pending	Formulations of Psilocybin
96	3216799	Canada	Pending	Formulations of Psilocybin
97	22729558.1	European Patent Office	Pending	Formulations of Psilocybin
98	202327074210	India	Pending	Formulations of Psilocybin
99	2023-571283	Japan	Pending	Formulations of Psilocybin
100	10-2023-7041239	Korea	Pending	Formulations of Psilocybin
101	62024089505.7	Hong Kong	Pending	Formulations of Psilocybin
102	2022342266	Australia	Pending	Combination Drug Therapies
103	3231021	Canada	Pending	Combination Drug Therapies
104	22716971.1	European Patent Office	Pending	Combination Drug Therapies

26

105	2024-515026	Japan	Pending	Combination Drug Therapies
106	10-2024-7008355	Korea	Pending	Combination Drug Therapies
107	2022381220	Australia	Pending	Formulations Of Psilocybin Analogs and Methods of Use
108	1120240088332	Brazil	Pending	Formulations Of Psilocybin Analogs and Methods of Use
109	3236624	Canada	Pending	Formulations Of Psilocybin Analogs and Methods of Use
110	202280073355.6	China	Pending	Formulations Of Psilocybin Analogs and Methods of Use
111	22783493.4	European Patent Office	Pending	Formulations Of Psilocybin Analogs and Methods of Use
112	202417038272	India	Pending	Formulations Of Psilocybin Analogs and Methods of Use
113	2024-526529	Japan	Pending	Formulations Of Psilocybin Analogs and Methods of Use
114	10-2024-7017594	Korea	Pending	Formulations Of Psilocybin Analogs and Methods of Use
115	810005	New Zealand	Pending	Formulations Of Psilocybin Analogs and Methods of Use
116	1120242311	Saudi Arabia	Pending	Formulations Of Psilocybin Analogs and Methods of Use
117	202411034735	India	Pending	Processes For Preparing Phenethylamine Compounds
118	PI2024003160	Malaysia	Pending	Tryptamine Compositions and Methods
119	811765	New Zealand	Pending	Tryptamine Compositions and Methods
120	1120220089198	Brazil	Pending	Compounds
121	202291378	Eurasian Patent Organization	Pending	Compounds
122	202217028822	India	Pending	Compounds, Compositions Comprising Same, and Uses Thereof in the Treatment of Psychiatric or Neurological Disorders
123	2023-202672	Japan	Pending	Compounds
124	10-2023-7033500	Republic of Korea	Pending	Compounds
125	18/152,465	United States of America	Pending	Compounds
126	110143066	Taiwan	Pending	Deuterated Compounds
127	2021391581	Australia	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
128	3203020	Canada	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
129	202180090269.1	China	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
130	23198784.3	European Patent Office	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
131	40078818	Hong Kong	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
132	202317043169	India	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
133	303288	Israel	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
134	2023-533243	Japan	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
135	800961	New Zealand	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds

27

136	18/163,388	United States of America	Pending	Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
137	21 816489.5	European Patent Office	Pending	Inhalable Formulations
138	18/252,949	United States of America	Pending	Inhalable Formulations
139	18/056,771	United States of America	Pending	Injectable and Inhalable Formulations
140	PCT/EP2022/082486	WIPO	Pending	Injectable and Inhalable Formulations
141	2022393234	Australia	Pending	Injectable and Inhalable Formulations
142	11 2024 009571 1	Brazil	Pending	Injectable and Inhalable Formulations
143	3238583	Canada	Pending	Injectable and Inhalable Formulations
144	22 818741.5	European Patent Office	Pending	Injectable and Inhalable Formulations
145	202417045861	India	Pending	Injectable and Inhalable Formulations
146	312859	Israel	Pending	Injectable and Inhalable Formulations
147	To be provided	Japan	Pending	Injectable and Inhalable Formulations
148	10-2024-7020007	Korea	Pending	Injectable and Inhalable Formulations
149	MX/a/2024/005955	Mexico	Pending	Injectable and Inhalable Formulations
150	811102	New Zealand	Pending	Injectable and Inhalable Formulations
151	11202403174T	Singapore	Pending	Injectable and Inhalable Formulations
152	2024/03906	South Africa	Pending	Injectable and Inhalable Formulations
153	PI 2024002791	Malaysia	Pending	Injectable and Inhalable Formulations
154	1120242659	Saudi Arabia	Pending	Injectable and Inhalable Formulations
155	202401452	Chile	Pending	Injectable and Inhalable Formulations
156	2401003192	Thailand	Pending	Injectable and Inhalable Formulations
157	12024551165	Philippines	Pending	Injectable and Inhalable Formulations
158	18/711,130	United States of America	Pending	Injectable and Inhalable Formulations
159	NC2024/0007518	Colombia	Pending	Injectable and Inhalable Formulations
160	To be provided	China	Pending	Injectable and Inhalable Formulations
161	202390295	Eurasian Patent Organization	Pending	Injectable Formulation
162	21769080.9	European Patent Office	Pending	Injectable Formulation
163	62023077767.9	Hong Kong	Pending	Injectable Formulation
164	298129	Israel	Pending	Injectable Formulation
165	PI 2023000584	Malaysia	Pending	Injectable Formulation
166	MX/a/2022/014128	Mexico	Pending	Injectable Formulation
167	793361	New Zealand	Pending	Injectable Formulation

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168	11202300697X	Singapore	Pending	Injectable Formulation
169	17/806,526	United States of America	Pending	Injectable Formulations
170	63/513,140	United States of America	Pending	Method of Administration
171	63/585,000	United States of America	Pending	Method of Administration
172	18/619,547	United States of America	Pending	Method of Administration
173	PCT/EP2024/058587	WIPO	Pending	Method of Administration
174	PCT/EP2023/078480	WIPO	Pending	Method of Administration of a Parenteral Formulation Comprising a Psychedelic Agent
175	PCT/EP2024/051569	WIPO	Pending	Treatment of Psychiatric or Neurological Disorders by Parenteral Administration of a Single, Effective Parenteral Dose of A Short-Acting Psychedelic Agent
176	22214748	European Patent Office	Pending	Method of Synthesis
177	202217028688	India	Pending	Method of Synthesis
178	292754	Israel	Pending	Method of Synthesis
179	21203394.8	European Patent Office	Pending	Solid Oral Dosage Forms of 2R,6R-Hydroxynorketamine or Derivatives Thereof
180	18/193,866	United States of America	Pending	Synthesis of N,N-Dimethyltryptamine-Type Compounds, Methods, and Uses
181	18/602,171	United States of America	Pending	Synthesis of N,N-Dimethyltryptamine-Type Compounds, Methods, and Uses
182	110119792	Taiwan	Pending	Therapeutic Compositions
183	1120220245661	Brazil	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
184	202180046463.X	China	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
185	202293451	Eurasian Patent Organization	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
186	42023070531.1	Hong Kong	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
187	202217076779	India	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
188	298541	Israel	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
189	2020286709	Australia	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
190	1120210243330	Brazil	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
191	3142290	Canada	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
192	202080050439.9	China	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
193	22173907.1	European Patent Office	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds

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194	288617	Israel	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
195	2021-571882	Japan	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
196	783166	New Zealand	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
197	10-2021-7043410	Republic of Korea	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
198	17/616,345	United States of America	Pending	Therapeutic Compositions Comprising Deuterated or Partially Deuterated N,N-Dimethyltryptamine Compounds
199	2021284861	Australia	Pending	Therapeutic Solid Dosage Form
200	21725377.2	European Patent Office	Pending	Therapeutic Solid Dosage Form
201	202217076899	India	Pending	Therapeutic Solid Dosage Form
202	298542	Israel	Pending	Therapeutic Solid Dosage Form
203	2022-574098	Japan	Pending	Therapeutic Solid Dosage Form
204	794813	New Zealand	Pending	Therapeutic Solid Dosage Form
205	3118556	Canada	Pending	Therapeutic Solid Dosage Forms
206	202180046533.1	China	Pending	Therapeutic Solid Dosage Forms
207	17/320,155	United States of America	Pending	Therapeutic Solid Dosage Forms

Cybin’s patent applications cover a wide range of novel psychedelic compounds from different classes, including those with targeted structural modifications for improved pharmacokinetic characteristics and safety profiles without altering their receptor binding. The patent applications also cover novel synthetic routes, pharmaceutical formulations, methods of use, and methods of administration.

Additionally, the Company has entered into multiple licensing agreements that provide the Company with additional access to IP, including the acquisition of an exclusive license to a targeted class of tryptamine-based molecules from Mindset. The licensing agreements collectively provide the Company with access to a broad range of preclinical molecule combinations for its library of psychedelic derivative drug development candidates.

The Company has also filed applications for registration of twenty-six trademarks, including Changing Minds®, Cybin®, Embark®It’s not magic. It’s mushrooms™, It’s not magic, its science™, Journey™, Mushroom & Friends™, Psilotonin™, Psychedelics to Therapeutics®, MindClef™, CYB™, and Revolutionizing Mental Healthcare™. The Company has registered the CYBIN trademark in the EU (reg. 18495520), the UK (reg. UK00003656496), and the US (reg. 6,852,975) the mark PSYCHEDELICS TO THERAPEUTICS in the UK (reg. UK00003717706), the mark CHANGING MINDS in Canada (TMA1195700), and the mark EMBARK in Canada (TMA1196747).

As a result of the Arrangement, the Company has registered trademarks with the United Kingdom Intellectual Property Office (registration no. UK00003244617), and the European Union Intellectual Property Office (registration no. 018396486), , and has filed an application for registration with the USPTO (application no. 90523956) and the Canadian Intellectual Property Office (application no 2084387).

30

The Company’s mission to discover, develop and deploy psychedelic inspired medicines encompasses the research and development of potential new and improved psychedelic inspired medicines ranging from proprietary psychedelic compounds for use as API, specific formulations thereof, and specific uses for compounds and formulations. As the Company generates new data it will continue to file or acquire additional patent applications throughout the Company’s development program.

Regulatory Framework and Licensing Regime

Canada

In Canada, oversight of healthcare is divided between the federal and provincial governments. The federal government is responsible for regulating, among other things, the approval, import, sale, and marketing of drugs such as psilocybin and other psychedelic substances, whether natural or novel. The provincial/territorial level of government has authority over the delivery of health care services, including regulating health facilities, administering health insurance plans such as the Ontario Health Insurance Plan, distributing prescription drugs within the province, and regulating health professionals such as doctors, psychologists, psychotherapists and nurse practitioners. Regulation is generally overseen by various colleges formed for that purpose, such as the College of Physicians and Surgeons of Ontario.

Certain psychoactive compounds, such as psilocybin, are considered controlled substances under Schedule III of the Controlled Drugs and Substances Act (Canada) (the “CDSA”). In order to conduct any scientific research, including preclinical and clinical trials, using psychoactive compounds listed as controlled substances under the CDSA, an exemption under Section 56 of the CDSA (“Section 56 Exemption”) is required.

Health Canada has not approved psilocybin as a drug for any indication. However, there are legal routes through which psilocybin may be accessed for medical or scientific purposes. The Canadian Minister ofHealth can grant exemptions under section 56 of the CDSA to use controlled substances if it is deemed to be necessary for a medical or scientific purpose or is otherwise in the public interest.The Company has not applied for a Section 56 Exemption from Health Canada. Health Canada’s Special Access Program (“SAP”) was designed to provide Canadians to access certain restricted drugs before they are formally approved for use in Canada. In January 2022, certain amendments to the SAP came into force to permit medical practitioners treating patients with serious or life-threatening conditions to request access to restricted drugs that have not yet been approved for sale in Canada when conventional therapies have failed, are unsuitable, or unavailable in Canada. Such amendments create a means of legally accessing psilocybin through the SAP. The Company has not applied for access under the SAP.

The possession, sale or distribution of controlled substances is prohibited unless specifically permitted by the government. A party may seek government approval for a Section 56 Exemption to allow for the possession, transport or production of a controlled substance for medical or scientific purposes. Products that contain a controlled substance such as psilocybin cannot be made, transported or sold without proper authorization from the government. A party can apply for a Dealer’s Licence under the Food and Drug Regulations (Part J). In order to qualify as a licensed dealer, a party must meet all regulatory requirements mandated by the regulations including having compliant facilities, compliant materials and staff that meet the qualifications under the regulations of a senior person in charge and a qualified person in charge. Assuming compliance with all relevant laws (Controlled Drugs and Substances Act, Food and Drugs Regulations) and subject to any restrictions placed on the licence by Health Canada, an entity with a Dealer’s Licence may produce, assemble, sell, provide, transport, send, deliver, import or export a restricted drug (as listed in Part J in the Food and Drugs Regulations – which includes psilocybin and psilocin) (see s. J.01.009 (1) of the Food and Drug Regulations).

The Company intends to sponsor and work with licensed third parties to conduct any clinical trials and research and does not handle controlled substances. If the Company were to conduct this work without the reliance on third parties, it would need to obtain additional licences and approvals described above.

31

United States

The FDA and other federal, state, local and foreign regulatory agencies impose substantial requirements upon the clinical development, clinical testing, approval, labeling, manufacture, marketing and distribution of drug products. These agencies regulate, among other things, research and development activities and the testing, approval, manufacture, quality control, safety, effectiveness, labeling, storage, record keeping, advertising and promotion of any prescription drug product candidates or commercial products. The regulatory approval process is generally lengthy and expensive, with no guarantee of a positive result. Moreover, failure to comply with applicable FDA or other requirements may result in civil or criminal penalties, recall or seizure of products, injunctive relief including partial or total suspension of production, or withdrawal of a product from the market. The Company intends to file an IND application related to its Deuterated Psilocybin Analog Program upon completion of its preclinical studies and CMC development28. Anticipated timelines related to regulatory filings are based on reasonable assumptions informed by current knowledge and information available to the Company.

Psilocybin, psilocin, DMT, and 5-Methoxy-DMT are strictly controlled under the federal Controlled Substances Act, 21 U.S.C. §801, et. seq. (“CSA”) as Schedule I substances. Schedule I substances by definition have no currently accepted medical use in the United States, a lack of accepted safety for use under medical supervision, and a high potential for abuse. Schedule I and II drugs are subject to the strictest controls under the CSA, including manufacturing and procurement quotas, security requirements and criteria for importation. Anyone wishing to conduct research on substances listed in Schedule I under the CSA must register with the DEA and obtain DEA approval of the research proposal. A majority of state laws in the United States also classify psilocybin and psilocin as Schedule I controlled substances. For any product containing psilocybin or any Schedule I substance to be available for commercial marketing in the United States, such substance must be rescheduled, or the product itself must be scheduled, by the DEA to Schedule II, III, IV or V. Scheduling determinations by the DEA are dependent on FDA approval of a substance or a specific formulation of a substance.

Europe/Netherlands

The International Narcotics Control Board (“INCB”), a United Nations (“UN”) entity, monitors enforcement of restrictions on controlled substances. The INCB’s authority is defined by three international UN treaties – the UN Single Convention on Narcotic Drugs of 1961, the UN Psychotropic Convention of 1971 (referred to herein as the UN71), and the UN Convention Against Illicit Traffic in Narcotic Drugs and Psychotropic Substances of 1988, which contains provisions related to the control of controlled substance precursors. EU Member States, including the Netherlands, that have agreed to abide by the provisions of these treaties, each create responsible agencies and enact laws or regulations to implement the requirements of these conventions.

Specific EU legislation establishing different classes of controlled substances is limited to EU regulations that define classes of precursors, or substances used in the illicit manufacture of controlled substances, including Regulation (EC) No. 273/2004 of the European Parliament and the Council of February 11, 2004 and the Council Regulation (EC) No. 111/2005 of December 22, 2004. While EU legislation does not establish different classes of narcotic drugs or psychotropic substances, the Council Decision 2005/387/JHA of May 10, 2005 can provoke a Council Decision requiring EU member states to put a drug under national controls equivalent to those of the INCB. DMT is currently classified as a Schedule I substance under the UN71; the EU member states that are party to the UN71, including the Netherlands, have agreed to the following in respect of Schedule I substances:

28 This statement is based on the following material assumption: drug development involves long lead times, is very expensive and involves many variables of uncertainty. Anticipated timelines regarding drug development are based on reasonable assumptions informed by current knowledge and information available to the Company. As of the date hereof, it has not yet completed the aforementioned items. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date. See “Risk Factors”.

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•prohibit all use except for scientific and very limited medical purposes by duly authorized persons, in medical or scientific establishments which are directly under the control of their Governments or specifically approved by them;

•require that manufacture, trade, distribution and possession be under a special licence or prior authorization;

•provide for close supervision of the activities and acts mentioned in paragraphs (a) and (b);

•restrict the amount supplied to a duly authorized person to the quantity required for his authorized purpose;

•require that persons performing medical or scientific functions keep records concerning the acquisition of the substances and the details of their use, such records to be preserved for at least two years after the last use recorded therein; and

•prohibit export and import except when both the exporter and importer are the competent authorities or agencies of the exporting and importing country or region, respectively, or other persons or enterprises which are specifically authorized by the competent authorities of their country or region for the purpose.

As classification of controlled substances may vary among different EU member states, sponsors must be aware of the prevailing legislation in each country where a clinical trial may be conducted. Prior to operating or conducting any preclinical or clinical studies in any other EU member state, Cybin will investigate the specific regulatory requirements of such EU member state. As referenced above, a licence is required for individuals and entities who wish to produce, dispense, import, or export Schedule I substances (including DMT), but the specific requirements vary from country to country. Currently, DMT is classified in the Netherlands as a List 1 Drug under the Dutch Opium Act (Opiumwet) (the “Dutch Opium Act”) and as such, subject to express authorization being obtained, the production, trade and possession of DMT are prohibited.

In addition to the Dutch Opium Act, two other Dutch Acts may be relevant when it comes to drugs: the Medicines Act and the Commodities Act.

The specific regulatory processes and approvals required may vary among different EU member states and are set forth in the respective legislation of each country. For The Netherlands, there are specific regulatory requirements for the approval of clinical trials that need to be met. Firstly, a CTA (Clinical Trial Application) dossier containing the preclinical and any clinical information along with the proposed clinical trial design must be submitted to an accredited Ethics Committee and to the Central Commission on Research in Humans (the "CCMO"), which is also known as the Competent Authority in The Netherlands. In Dutch, the CCMO is called the ‘Centrale Commissie Mensgebonden Onderzoek’. In cases where the study involves a substance subject to the Dutch Opium Act (such as DMT), an official exemption by Farmatec is needed, which needs to be included in the CTA.

Specific rules for the submission, assessment and conduct of clinical trials with medicinal products are set out in, among others, the EU Clinical Trial Regulation 536/2014 (CTR), which is applicable in the EU as of January 31, 2022 and the Medical Research (Human Subjects) Act (Wet medisch-wetenschappelijk onderzoek met mensen).

On April 26, 2023, the European Commission introduced a comprehensive "pharmaceutical package" aimed at revising the EU's pharmaceutical legislation. This package includes proposals for a new directive and regulation designed to enhance the availability, accessibility, and affordability of medicines. Additionally, it seeks to boost the competitiveness and attractiveness of the EU pharmaceutical industry while imposing higher environmental standards. The European Parliament has recently looked at these proposals to renovate the EU pharmaceutical legislation, and a newly elected Parliament will take up the proposal following the European elections of June 6-9, 2024.

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United Kingdom

In the UK, there are two main “layers” of regulation with which products containing controlled substances must comply. These are: (i) controlled drugs legislation, which applies to all products irrespective of the type of product, and (ii) the regulatory frameworks applicable to a specific category of products, in this case, pharmaceuticals and food/food supplements.

The main UK controlled drugs legislation is the Misuse of Drugs Act 1971 (the “MDA”) and the Misuse of Drugs Regulations 2001 (the “MDR”), each as amended. The MDA sets out the penalties for unlawful production, possession and supply of controlled drugs based on three classes of risk (A, B and C). The MDR sets out the permitted uses of controlled drugs based on which Schedule (1 to 5) they fall within.

In the United Kingdom, “Fungus (of any kind) which contains psilocin or an ester of psilocin” is controlled as a Class A drug under the MDA and Schedule 1 drug under the MDR. As psilocybin is a phosphate ester of psilocin, even if it is isolated from psilocin, it will still be treated as a Class A drug under the MDA and as a Schedule 1 drug under the MDR.

In the United Kingdom, Class A drugs are deemed to be the most dangerous, and so carry the harshest punishments for unlawful manufacture, production, possession and supply. Schedule 1 drugs can only be lawfully manufactured, produced, possessed and supplied under a controlled drugs domestic licence issued by the UK Home Office. While exemptions do exist, none are applicable to the API.DMT is also considered a Class A drug under the MDA and as a Schedule I drug under the MDR.

The Company previously mentioned that it intended to file a clinical trial application with the U.K. Medicines and Healthcare products Regulatory Agency (the “MHRA”) related to the Deuterated Psilocybin Analog Program upon completion of its pre-clinical studies and CMC development. The Company has since decided that it will first proceed in the U.S. and will reevaluate other applications at a later date. Anticipated timelines related to regulatory filings are based on reasonable assumptions informed by current knowledge and information available to the Company. Small Pharma has a controlled drug licence in respect of the offices at 50 Featherstone St, reference number 1355388, issued onJuly 24, 2023, expiring July 23, 2024.

Licensing Requirements

The Company obtains CYB003 API from a pharmaceutical ingredient provider who is FDA-registered and based in the United States. The API itself has been manufactured and packaged in FDA-registered facilities in the United States. The API is expected to be sent directly to the Company’s partners for research and development purposes in the United States, Canada and the UK and to its clinical trial site in the U.S.As a part of the Asset Acquisition, the Company also acquired API.The CYB004-E API was manufactured in the Netherlands by a pharmaceutical ingredient provider that is US FDA-inspected29.

Although the facilities in the UK are currently FDA-registered, this would not be sufficient to ensure the existence of valid marketing activities at this site. As mentioned above, in order to produce, possess and supply the API, the UK-based facility must also hold a domestic licence issued by the Home Office covering the manufacture, production, possession and supply of a controlled substance, as well as an export licence for each API shipment. The export application must include details of the importer and any import licence required by the local authorities in the United States. Moreover, as set out below in more detail under the heading “Pharmaceutical Products”, depending on how the API is developed, certain authorizations and licences from the MHRA may be required to authorize some of the activities carried on at the UK-based facilities in relation to the API.

29As a result of the Asset Acquisition, including the existing API, the Company did not direct the manufacturing of the API for CYB004-E and proceeded in reliance upon the representations of Entheon and the Company's acquisition diligence. While the Company believes the CYB004-E API meets all required specifications, the Company did not oversee or direct the manufacture of the DMT API being used in CYB004-E.

34

All premises that are licensed, or are intending to be licensed, in connection with the possession, and/or supply and/or production of controlled drugs should consider certain security measures.30

Typically, when controlled drugs are being transported between licensees, responsibility for their security remains with the owner and does not transfer to either the courier or the customer until the drugs arrive at their destination and are signed for. However, where a third party is involved in the transit and/or storage of controlled drugs, even if they are not the legal owners, this party also carries responsibility for their security by virtue of being ‘in possession’ of them. Under the Home Office guidance, each organization involved in the movement of controlled drugs should have a standard operating procedure covering their responsibilities, record keeping, reconciliation and reporting of thefts/losses.31

Small Pharma holds the appropriate UK Home Office licence required to sponsor clinical trials using Schedule I compounds.

Pharmaceutical Products

A product is regulated as a “medicinal product” under UK legislation (the Human Medicines Regulations 2012) if (i) it is a substance or combination of substances presented as having properties of preventing or treating disease in human beings (e.g., in marketing claims) or (ii) it is a substance or combination of substances that may be used by or administered to human beings with a view to (a) restoring, correcting or modifying a physiological function by exerting a pharmacological, immunological or metabolic action, or (b) making a medical diagnosis.

In respect of psilocybin/psilocin and DMT, whether a specific product restores, corrects or modifies a physiological function by exerting a pharmacological, immunological or metabolic action will depend on factors such as the concentration of the psilocybin/psilocin or DMT (as applicable) and the mode of action of any psilocybin/psilocin or DMT (as applicable) absorbed in the body.

If a product is a medicinal product, a marketing authorization for the product is required before the product can be placed on the market in the UK. The process for obtaining a marketing authorization involves submitting preclinical and clinical data as well as quality and manufacturing information in the form of a common technical document. In addition to a marketing authorization for the product itself, companies carrying out activities involving medicinal products, such as manufacturing, distribution and wholesaling, need to meet defined standards (Good Manufacturing Practices (“GMP”)) and/or Good Distribution Practice (“GDP”) and to hold a related licence from the MHRA.

How the API is subsequently processed will determine the licences that the UK-based facility must hold. In particular:

•if the API is just one ‘ingredient’ of the investigational medicinal product (the “IMP”) which is used in the clinical trial then the UK-based facility must register with the MHRA and provide the MHRA with 60 days’ notice of the intended start of manufacture/distribution of the API, and comply with GMP and GDP for active substances; and

•conversely, if the API will itself constitute the IMP, the manufacturer must, except in certain limited circumstances, hold a Manufacturer’s Authorizations for IMPs licence (“MIA(IMP)”). In this scenario, an MIA(IMP) would be required regardless of whether the IMP is for use in the UK, an EEA Member State or a third country (such as the United States or Canada).

Some products fall on the borderline between medicines and another category such as medical devices, cosmetics or food supplements. The regulatory status of the product will be determined by i) the actual effect of the product on the

30 Home Office guidance; Security guidance for all existing or prospective Home Office Controlled Drug Licensees and/or Precursor Chemical Licensees or Registrants; 2022; https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/1125889/Security_Guidance_for_all_Businesses_and_Other_Organisations_v1.5_Nov_2022.pdf

31 Home Office guidance; Guidelines for Standard Operating Procedures (SOPs); https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/480572/StandardOpProcedure.pdf.

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body; and ii) any claims made about the effect of the product. Where a product is potentially both a medicinal product and another category of product, the legal position in the UK and EU is that it will be regulated as a medicinal product.

Research and Development

The Company is focused on development of psychedelic medicines and other products, through research and development of novel chemical compounds and delivery mechanisms and study of such compounds in clinical environments around the world. The Company anticipates growing its pipeline of psychedelic pharmaceutical products inspired medicines through its internal research, development, proprietary discovery programs, mergers and acquisitions, joint ventures and collaborative development agreements. For the time being, the Company maintains intellectual property generated by its R&D programs through patent filings and as trade secrets. The Company anticipates that as these programs mature more patent applications will be filed and more details about these programs will be disclosed at such time.

Psychedelics are a class of drug whose primary action is to trigger psychedelic experiences by way of serotonin receptor agonism, causing thought, visual and auditory changes, and altered state of consciousness. Major psychedelic drugs include mescaline, LSD, psilocybin, and DMT. Psilocybin is a naturally occurring psychedelic prodrug compound produced by more than 200 species of mushrooms, collectively known as psilocybin mushrooms. The most potent are members of the genus Psilocybe, such as P. azurescens, P. semilanceata, and P. cyanescens, but psilocybin has also been isolated from about a dozen other genera. As a prodrug, psilocybin is quickly converted by the body to psilocin, which has mind-altering effects.

The pharmacokinetics, pharmacology and human metabolism of psilocybin are well known and well characterized. In conjunction with psychotherapy, psilocybin has been utilized broadly in phase II clinical trials.

Psilocybin found in certain species of mushrooms is a non-habit forming naturally occurring psychedelic compound. Once ingested, psilocybin is rapidly metabolized to psilocin, which then acts on serotonin receptors in the brain.

Cybin has commenced research and development on the delivery of synthetic psilocybin and other psychedelics through mechanisms such as sublingual film delivery, IV, and by way of inhalation.

Research and development is led by the Company's North American Chief Scientific Officer, Alex Nivorozhkin Ph.D., a seasoned medicinal chemist, drug delivery expert and founder of multiple biotech companies.

The Company’s research and development must be conducted in strict compliance with the regulations of federal, state, local and regulatory agencies in Canada, the United States, and the UK, and the equivalent regulatory agencies in the other jurisdictions in which the Company operates. These regulatory authorities regulate, among other things, the research, manufacture, promotion and distribution of drugs in specific jurisdictions under applicable laws and regulations.

Canada

The process required before a prescription drug product candidate may be marketed in Canada generally involves:

•Chemical and Biological Research – Laboratory tests are carried out on tissue cultures and with a variety of small animals to determine the effects of the drug. If the results are promising, the manufacturer will proceed to the next step of development.

•Preclinical Development – Animals are given the drug in varying amounts over differing periods of time. If it can be shown that the drug causes no serious or unexpected harm at the doses required to have an effect, the manufacturer will proceed to clinical trials.

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•Clinical Trials – Phase 1 - The first administration in humans is to test if people can tolerate the drug. If this testing is to take place in Canada, the manufacturer must prepare a clinical trial application for the Therapeutic Products Directorate of Health Canada (the “TPD”). This includes the results of the first two steps and a proposal for testing in humans. If the information is sufficient, the Health Products and Food Branch of Health Canada (the “HPFB”) grants permission to start testing the drug, generally first on healthy volunteers.

•Clinical Trials – Phase 2 - Phase 2 trials are carried out on people with the target condition, who are usually otherwise healthy, with no other medical condition. Trials carried out in Canada must be approved by the TPD. In phase II, the objective of the trials is to continue to gather information on the safety of the drug and begin to determine its effectiveness.

•Clinical Trials – Phase 3 - If the results from phase II show promise, the manufacturer provides an updated clinical trial application to the TPD for phase III trials. The objectives of phase III include determining whether the drug can be shown to be effective, and have an acceptable side effect profile, in people who better represent the general population. Further information will also be obtained on how the drug should be used, the optimal dosage regimen and the possible side effects.

•New Drug Submission – If the results from phase III continue to be favourable, the drug manufacturer can submit a new drug submission (“NDS”) to the TPD. A drug manufacturer can submit an NDS regardless of whether the clinical trials were carried out in Canada. The TPD reviews all the information gathered during the development of the drug and assesses the risks and benefits of the drug. If it is judged that, for a specific patient population and specific conditions of use, the benefits of the drug outweigh the known risks, the HPFB will approve the drug by issuing a notice of compliance.

United States

Because psilocybin, psilocin, DMT, and 5-Methoxy-DMT are listed as Schedule I substances under the CSA, for any product containing psilocybin or any Schedule I substance to be available for commercial marketing in the United States, such substance must be rescheduled, or the product itself must be scheduled, by the DEA to Schedule II, III, IV or V.

The process required before a prescription drug product candidate may be marketed in the United States generally involves:

•completion of extensive non-clinical laboratory tests, animal studies and formulation studies, all performed in accordance with the FDA’s Good Laboratory, Good Clinical and/or Good Manufacturing Practice regulations;

•submission to the FDA of an IND Application, which the FDA must approve before human clinical trials may begin;

•approval by an IRB or independent ethics committee at each clinical trial site before each trial may be initiated;

•for nearly all new pharmaceutical products, performance of adequate and well-controlled human clinical trials in accordance with the FDA’s regulations, including Good Clinical Practices, to establish the safety and efficacy of the prescription drug product candidate for each proposed indication;

•submission to the FDA of a New Drug Application (“NDA”);

•satisfactory completion of one or more FDA pre-approval inspections of the manufacturing facility or facilities where the drug will be produced to assess compliance with cGMP requirements to assure that the facilities, methods and controls are adequate to preserve the drug’s identity, strength, quality, and purity; and

•FDA review and approval of the NDA prior to any commercial marketing, sale or shipment of the drug.

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The testing and approval process requires substantial time, effort and financial resources, and the Company cannot be certain that the DEA will schedule or reschedule any Schedule I substance or product candidate to Schedule II, III, IV, or V, or that approvals for its prescription drug product candidates will be granted on a timely basis, if at all.

Non-clinical tests include laboratory evaluations of product chemistry, formulation and stability, as well as studies to evaluate toxicity in animals and other animal studies. The results of non-clinical tests, together with manufacturing information and analytical data, are submitted as part of an IND to the FDA. Some non-clinical testing may continue even after an IND is submitted. The IND also includes one or more protocols for the initial clinical trial or trials and an investigator’s brochure. An IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day time period, raises concerns or questions relating to the proposed clinical trials as outlined in the IND and places the clinical trial on a clinical hold. In such cases, the IND sponsor and the FDA must resolve any outstanding concerns or questions before any clinical trials can begin. Clinical trial holds also may be imposed at any time before or during studies due to safety concerns or non-compliance with regulatory requirements.

An IRB board, at each of the clinical centers proposing to conduct the clinical trial, must review and approve the plan for any clinical trial before it commences at that center. An IRB board considers, among other things, whether the risks to individuals participating in the trials are minimized and are reasonable in relation to anticipated benefits. The IRB board also approves the consent form signed by the trial participants and must monitor the study until completed. The FDA, the independent IRB, or the sponsor may suspend or discontinue a clinical trial at any time on various grounds, including a finding that the subjects are being exposed to an unacceptable health risk. There also are requirements governing the reporting of ongoing clinical trials and completed clinical trials to public registries.

The FDA offers a number of regulatory mechanisms that provide expedited or accelerated approval procedures for selected drugs and indications which are designed to address unmet medical needs in the treatment of serious or life-threatening diseases or conditions. These include programs such as BTDs, Fast Track designations, Priority Review and Accelerated Approval, which the Company may need to rely upon in order to receive timely approval or to be competitive.

The Company may plan to seek orphan drug designation for certain indications qualified for such designation. The U.S., E.U. and other jurisdictions may grant orphan drug designation to drugs intended to treat a “rare disease or condition,” which, in the U.S., is generally a disease or condition that affects fewer than 200,000 individuals in the United States, or 200,000 or more individuals in the United States and for which there is no reasonable expectation that the cost of developing and making a drug available in the United States for this type of disease or condition will be recovered from sales of the product. In the E.U., orphan drug designation can be granted if: the disease is life threatening or chronically debilitating and affects no more than 50 in 100,000 persons in the E.U.; without incentive it is unlikely that the drug would generate sufficient return to justify the necessary investment; and no satisfactory method of treatment for the condition exists or, if it does, the new drug will provide a significant benefit to those affected by the condition. Orphan drug designation must be requested before submitting an NDA. If a product that has an orphan drug designation subsequently receives the first regulatory approval for the indication for which it has such designation, the product is entitled to orphan exclusivity, meaning that the applicable regulatory authority may not approve any other applications to market the same drug for the same indication, except in very limited circumstances, for a period of seven years in the U.S. and 10 years in the E.U. Orphan drug designation does not prevent competitors from developing or marketing different drugs for the same indication or the same drug for different indications. After orphan drug designation is granted, the identity of the therapeutic agent and its potential orphan use are publicly disclosed. Orphan drug designation does not convey an advantage in, or shorten the duration of, the development, review and approval process. However, this designation provides an exemption from marketing and authorization fees.

Drugs manufactured or distributed pursuant to FDA approvals are subject to continuing regulation by the FDA, including, among other things, requirements relating to recordkeeping, periodic reporting, product sampling and distribution, reporting of adverse experiences with the product, and complying with promotion and advertising

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requirements. The FDA may impose a number of post-approval requirements as a condition of approval of an NDA. For example, the FDA may require post-market testing, including phase IV clinical trials, and surveillance to further assess and monitor the product’s safety and effectiveness after commercialization. In addition, drug manufacturers and their subcontractors involved in the manufacture and distribution of approved drugs are required to register their establishments with the FDA and certain state agencies and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with ongoing regulatory requirements, including current Good Manufacturing Practices, which impose certain procedural and documentation requirements. Failure to comply with statutory and regulatory requirements may subject a manufacturer to legal or regulatory action, such as warning letters, suspension of manufacturing, product seizures, injunctions, civil penalties or criminal prosecution. There is also a continuing, annual prescription drug product program user fee.

The FDA may withdraw approval if compliance with regulatory requirements and standards is not maintained or if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with manufacturing processes, or failure to comply with regulatory requirements, may result in revisions to the approved labeling to add new safety information, requirements for post-market studies or clinical trials to assess new safety risks, or imposition of distribution or other restrictions under a risk evaluation and mitigation strategy.

In the United States, pharmaceutical manufacturers are subject to complex laws and regulations pertaining to healthcare “fraud and abuse,” including, but not limited to, the Anti-Kickback Statute, the federal False Claims Act (the “FCA”), and other state and federal laws and regulations. The Anti-Kickback Statute makes it illegal for any person, including a prescription drug manufacturer (or a party acting on its behalf) to knowingly and willfully solicit, receive, offer, or pay any remuneration that is intended to induce the referral of business, including the purchase, order, or prescription of a particular drug, for which payment may be made under a federal healthcare program, such as Medicare or Medicaid.

The FCA prohibits, among other things, any person or entity from knowingly presenting, or causing to be presented, a false or fraudulent claim for payment to or approval by the federal government or knowingly making, using, or causing to be made or used a false record or statement material to a false or fraudulent claim to the federal government. A claim includes “any request or demand” for money or property presented to the U.S. government. Violations of the FCA can result in very significant monetary penalties and treble damages. The federal government is using the FCA, and the accompanying threat of significant liability, in its investigation and prosecution of pharmaceutical companies throughout the country, for example, in connection with the promotion of products for unapproved uses and other sales and marketing practices.The government has obtained multi-million and multi-billion dollar settlements under the FCA in addition to individual criminal convictions under applicable criminal statutes. In addition, the federal civil monetary penalties statute imposes penalties against any person or entity that, among other things, is determined to have presented or caused to be presented a claim to a federal health program that the person knows or should know is for an item or service that was not provided as claimed or is false or fraudulent.Given the significant size of actual and potential settlements, it is expected that the government will continue to devote substantial resources to investigating healthcare providers’ and manufacturers’ compliance with applicable fraud and abuse laws.

There are also an increasing number of state laws that require manufacturers to make reports to states on pricing and marketing information.In addition, a similar federal requirement Section 6002 of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, or the Affordable Care Act, commonly referred to as the “Physician Payments Sunshine Act” requires applicable manufacturers to track and report to the federal government certain payments and “transfers of value” made to physicians and teaching hospitals, as well as ownership and investment interests held by physicians and their

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immediate family members, made in the previous calendar year. There are a number of states that have various types of additional reporting requirements.

Controlled Substances

The CSA and its implementing regulations establish a “closed system” of regulations for controlled substances. The CSA imposes registration, security, recordkeeping and reporting, storage, manufacturing, distribution, importation and other requirements under the oversight of the DEA. The DEA is responsible for regulating controlled substances, and requires those individuals or entities that manufacture, import, export, distribute, research, or dispense controlled substances to comply with the regulatory requirements in order to prevent the diversion of controlled substances to illicit channels of commerce.

The DEA categorizes controlled substances into one of five schedules — Schedule I, II, III, IV or V — with varying qualifications for listing in each schedule. Schedule I substances by definition have a high potential for abuse, have no currently accepted medical use in treatment in the United States and lack accepted safety for use under medical supervision. For any product containing a Schedule I substance, such as psilocybin, to be available for commercial marketing in the United States, such substance must be rescheduled, or the product itself must be scheduled, by the DEA to Schedule II, III, IV or V. Scheduling determinations by the DEA are dependent on FDA approval of a substance or a specific formulation of a substance.

Facilities that research, manufacture, distribute, import or export any controlled substance must register annually with the DEA. The DEA registration is specific to the particular location, activity(ies) and controlled substance schedule(s). For example, separate registrations are needed for import and manufacturing, and each registration will specify which schedules of controlled substances are authorized.

The DEA may inspect all research and manufacturing facilities to review security, recordkeeping, reporting and handling prior to issuing a controlled substance registration and periodically to ensure continued compliance. The specific security requirements vary by the type of business activity and the schedule and quantity of controlled substances handled. The most stringent requirements apply to researchers and manufacturers of Schedule I and Schedule II substances. Required security measures commonly include background checks on employees and physical control of controlled substances through storage in approved vaults, safes and cages, and through use of alarm systems and surveillance cameras. Once registered, manufacturing facilities must maintain records documenting the manufacture, receipt and distribution of all controlled substances. Manufacturers must submit periodic reports to the DEA of the distribution of Schedule I and II controlled substances, Schedule III narcotic substances, and other designated substances. Registrants must also report any controlled substance thefts or significant losses, and must obtain authorization to destroy or dispose of controlled substances. Imports of Schedule I and II controlled substances for commercial purposes are generally restricted to substances not already available from a domestic supplier or where there is not adequate competition among domestic suppliers. In addition to an importer or exporter registration, importers and exporters must obtain a permit for every import or export of a Schedule I and II substance or Schedule III, IV and V narcotic, and submit import or export declarations for Schedule III, IV and V non-narcotics.

For drugs manufactured in the United States, the DEA establishes annually an aggregate quota for the amount of substances within Schedules I and II that may be manufactured or produced in the United States based on the DEA’s estimate of the quantity needed to meet legitimate medical, scientific, research and industrial needs. The quotas apply equally to the manufacturing of the active pharmaceutical ingredient and production of dosage forms. The DEA may adjust aggregate production quotas a few times per year, and individual manufacturing or procurement quotas from time to time during the year, although the DEA has substantial discretion in whether or not to make such adjustments for individual companies.

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Individual U.S. states also establish and maintain separate controlled substance laws and regulations, including licensing, recordkeeping, security, distribution, and dispensing requirements. A majority of state laws in the United States classify psilocybin and psilocin as Schedule I controlled substances. State authorities, including boards of pharmacy, regulate use of controlled substances in each state, including state specific controlled substance registration requirements. Failure to obtain applicable registrations or maintain compliance with applicable requirements, particularly as manifested in the loss or diversion of controlled substances, can result in enforcement action that could have a material adverse effect on the Company’s business, operations and financial condition. The DEA and/or state regulatory agencies may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to revoke those registrations. In certain circumstances, violations could lead to criminal prosecution.

Europe/Netherlands

Regulation (EU) No 536/2014 on Clinical Trials on Medicinal Products for Human Use ( the “CTR”) is applicable as of January 31, 2022, harmonizing the laws, regulations and administrative provisions of the EU Member States relating to the implementation of Good Clinical Practice in the conduct of clinical trials on medicinal products for human use. EU Member States have transformed the requirements outlined in the Clinical Trials Directive into the respective national laws.Pursuant to the CTR, as of January 31, 2023 sponsors are obliged to use the Clinical Trials Information System ("CTSI") for regularity submission, authorization and supervision of clinical trials in the EU and the EEA. CTIS will thus serve as the single-entry point for submissions by sponsors and for regulatory assessment. In addition to this obligation, sponsors must transfer any ongoing (approved) trials under the CTR to CTIS by January 2025. Further, EMA adopted on October 5, 2023, the “Revised CTIS Transparency Rules” on publishing information about clinical trials submitted through CTIS. To increase transparency, EMA removed the deferral mechanism which allowed sponsors to delay certain data and document publication for up to seven years after the end of their trial. Annex I of the revised rules outlines the timing of information publication for each category of clinical trial and patient population. Final implementation of these new rules is expected on June 18, 2024, the same day of the launch of the new CTIS portal. In order to smoothen the process of transitioning clinical trials from the Clinical Trial Directive to the CTR, a non-binding guide named “Guidance for the Transition of clinical trials from the Clinical Trials Directive to the Clinical Trials Regulation” (version 4) dated May 2024 is published.

CTIS and the practical aspects thereof are also discussed and explained (among other relevant topics relating to clinical trials) in a quick guide on the rules and procedures of the EU Clinical Trials Regulation called “Clinical Trials Regulation (EU) 536/2014 in practice”, which is published by the Clinical Trials Coordination and Advisory Group (“CTAG”) on December 8, 2023. The objective of the rules is to provide sponsors and investigators a quick guide on the rules and procedures of the CTR with a view to facilitating implementation. In addition to the quick guide, CTAG also published a non-binding Questions & Answers (Version 6.7) that should be read in conjunction with the quick guide and with the “Clinical Trials Information System (CTIS): online training modules” in order to gain a better understanding of the legislative changes that are effected by the CTR.

The Investigational Medical Product Dossier (“IMPD”) is one of several regulatory documents required for conducting a clinical trial of a pharmacologically API intended for one or more EU Member States. The IMPD includes summaries of information related to the quality, manufacture and control of any IMP (including reference product and placebo), and data from non-clinical and clinical studies. Guidance concerning IMPDs is based on the CTR and on the approximation of laws, regulations and administrative provisions of the Member States relating to the implementation of good clinical practice in the conduct of clinical trials on medicinal products for human use (also commonly referred to as the “Clinical Trials Directive”).

The content of the IMPD may be adapted to the existing level of knowledge and the product’s phase of development. When applying for a clinical trial authorization, a full IMPD is required when little or no information about an API has been previously submitted to competent authorities, when it is not possible to cross-refer to data submitted by another sponsor and/or when there is no authorization for sale in the EU. However, a simplified IMPD may be submitted if

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information has been assessed previously as part of a Marketing Authorization or a clinical trial to that competent authority. Although the format is not obligatory, the components of an IMPD are largely equivalent to clinical trial applications in Canada and the United States. The IMPD need not be a large document as the amount of information to be contained in the dossier is dependent on various factors such as product type, indication, development phase etc.

The assessment of an IMPD is focused on patient safety and any risks associated with the IMP. Whenever any potential new risks are identified the IMPD must be amended to reflect the changes. Certain amendments are considered substantial in which case the competent authority must be informed of the substantial amendment. This may be the case for changes in IMP impurities, microbial contamination, viral safety, transmissible spongiform encephalopathies (e.g. mad cow disease) and in some particular cases to stability when toxic degradation products may be generated.

With the completion of the Asset Acquisition, the Company has an ongoing phase I study to obtain preliminary evidence of the safety and efficacy of infused DMT. Prior to the Asset Acquisition, an investigator’s brochure (including prior safety, preclinical and clinical data), and an IMPD document that includes CMC information and a clinical study protocol and supporting information had been prepared. Approval by the Dutch ethics committee of the Phase 1 Study, planned to be conducted by CHDR will be based on the vast amount of published human and animal studies of DMT. Prior to the Asset Acquisition, preclinical data was not provided as part of the application package; however, limited additional in vivo and in vitro data to support the rationale for human dosing and safety had been included. CHDR and its partner GMP-licensed pharmacy that will be involved in the Phase 1 Study, the Leiden University Medical Center, have all the required approvals to possess and handle DMT for the Phase 1 Study.

Failure of the Company to receive the necessary regulatory approvals required to conduct the Phase 1 Study would have an adverse impact on its business plans and financial condition for a number of reasons including, without limitation: (i) it would cause delays in the Company’s research and development plans; (ii) it may require the Company to expend additional financial and human resources on revising its application package or creating a new one; or (iii) it may require the Company to approach an entirely different regulatory authority in a new jurisdiction, in which case the Company would have to expend a substantial amount of capital and other resources on engaging the appropriate research and development partners and creating an application package that complies with the regulations of that new jurisdiction. Additionally, the Company would be required to spend capital on transferring the DMT materials to the new jurisdiction. All of the foregoing would likely have a negative impact on the Company’s business and financial condition.

Pharmaceutical products

In accordance with the Dutch Medicines Act (Geneesmiddelenwet), “medicinal products” are defined as: a substance or a combination of substances that is intended to be administered or used for, or is presented in any way as being suitable for, use: (i) the cure or prevention of any disease, defect, wound or pain in human beings, (ii) the making of a medical diagnosis in human beings, or (iii) restoring, improving or otherwise modifying physiological functions in humans by exerting a pharmacological, immunological or metabolic effect.

If a product constitutes a medicinal product, a marketing authorization for the product is required before the product may be placed on the market in the Netherlands. In the EU, marketing authorizations may be obtained through the Centralized procedure, the Decentralized procedure and/or the national procedure. The Centralized procedure is compulsory for medicines intended to treat i.e. cancer, AIDS, neurodegenerative diseases and diabetes and optional (only) for medicines comprising of new active substances not previously approved for the EEA. When applying for a marketing authorization through the Centralized procedure, applications are submitted with the European Medicines Agency (the “EMA”). Where the Centralized procedure is not available but a medicinal product is intended for several EU/EEA Member States, an application for a marketing authorization may be submitted with the competent authority of a single EU/EEA Member State in accordance with the Decentralized procedure. When the assessment of the

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application results in a decision to grant the marketing authorization, this decision will be mutually recognized by the competent authorities of the other Member States for which the marketing authorization is applied. Finally, should a medicinal product be intended for the Netherlands only, then the national procedure may be followed as well by submitting an application with the Dutch Medicines Evaluation Board. It may be remarked that the national procedure is unavailable in case the Centralized procedure is compulsory or in case an applicant has already submitted an application for and/or obtained a marketing authorization in another Member State. In that case, applications must follow the mutual recognition procedure instead.

Companies that manufacture or trade in medicinal products and/or active pharmaceutical ingredients in the Netherlands require a manufacturing authorization or a wholesale distribution authorization. A manufacturing authorization is required for the preparation, trading in, import and export of medicinal products and/or active substances. Here, ‘preparation’ means the total or partial manufacture of medicinal products and/or active substances or the packaging or labelling thereof. ‘Importing’ means the import of medicinal products or active substances from a country outside the EEA into the Dutch territory, while ‘exporting’ means the export of medicinal products or active substances from the Dutch territory to a country outside the EEA. A wholesale distribution authorization is required for one or more activities within the wholesale business, such as procuring, holding, supplying, delivering or exporting medicinal products or active substances which are prepared or imported by a third party. It may be noted that holders of wholesale distribution authorization, other than holders of marketing authorizations, are not authorized to import medicinal products from countries outside the EEA.

Only a natural or legal person established in the Netherlands may obtain either a Dutch marketing authorization or a wholesale distribution authorization. These authorizations concern national permits, meaning that these authorizations are not automatically valid in other EU Member States. Furthermore, in the Netherlands applicants of marketing authorizations and wholesale distributions authorizations must be registered with Farmatec and comply with GDP norms.

Market Authorization Regulatory Process

Under the Centralized procedure, pharmaceutical companies submit a single marketing authorization application to the EMA, which provides the basis of a legally binding recommendation that will be provided by the EMA to the European Commission, the authorizing body for all centrally authorized products. This allows the marketing-authorization holder to market the medicine and make it available to patients and healthcare professionals throughout the EU on the basis of a single marketing authorization. EMA’s Committee for Medicinal products for Human Use or Committee for Medicinal Products for Veterinary Use carry out a scientific assessment of the application and give a recommendation on whether the medicine should be marketed or not, under any particular dosing regime. Although, under EU law, the EMA has no authority to permit marketing in the different EU countries, the European Commission is the authorizing body for all centrally authorized products, who takes a legally binding decision based on EMA’s recommendation. Once granted by the European Commission, the centralized marketing authorization is valid in all EU Member States as well as in the European Economic Area countries Iceland, Liechtenstein and Norway. European Commission decisions are published in the Community Register of medicinal products for human use. Once a medicine has been authorized for use in the EU, the EMA and the EU Member States constantly monitor its safety and take action if new information indicates that the medicine is no longer as safe and effective as previously thought. The safety monitoring of medicines involves a number of routine activities ranging from: assessing the way risks associated with a medicine will be managed and monitored once it is authorized; continuously monitoring suspected side effects reported by patients and healthcare professionals, identified in new clinical studies or reported in scientific publications; regularly assessing reports submitted by the Company holding the marketing authorization on the benefit-risk balance of a medicine in real life; and assessing the design and results of post-authorization safety studies which were required at the time of authorization. The EMA can also carry out a review of a medicine or a class of medicines upon request of a Member State or the European Commission. These are called EU referral procedures; they are usually triggered by concerns in relation to a medicine’s safety, the effectiveness of risk minimization

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measures or the benefit-risk balance of the medicine. The EMA has a dedicated committee responsible for assessing and monitoring the safety of medicines, the Pharmacovigilance Risk Assessment Committee. This ensures that EMA and the EU Member States can move very quickly once an issue is detected and take any necessary action, such as amending the information available to patients and healthcare professionals, restricting use or suspending a medicine, in a timely manner in order to protect patients.

Besides the Centralized procedure, pharmaceutical companies may also submit marketing authorization applications through the Decentralized procedure with the competent authority of a Member State. As the Centralized procedure is compulsory for medicines intended to treat specified diseases i.e. cancer, AIDS, neurodegenerative diseases and diabetes and only optional for medicines comprising of new active substances not previously approved for the EU/EEA, in all other circumstances the Decentralized procedure should be used instead if a marketing authorization is to be obtained for several EU/EEA Member States. When following the Decentralized procedure, the applicant requests one country to be the Reference Member State ("RMS") in the procedure. After having shared draft assessment reports to which both the applicant and the competent authorities of other Member States may respond, the to be granted marketing authorization will eventually go through the Mutual recognition procedure. In the Mutual recognition procedure other Member States generally adopt the RMS's assessment, unless there are important objections on the grounds of a potentially serious risk to public health. In such situations, further discussions will also be held in the Co-ordination group for Mutual recognition and Decentralised procedures ("CMDh"). When all Member States involved decide on a positive opinion on products in the CMDh, Dutch translations of the summary of product characteristics, package leaflet, labelling texts and mock-ups are submitted and a national marketing authorization is issued.

Ireland

In Ireland, psilocin is a controlled substance under the Misuse of Drugs Act, 1977, 1984 and 2015 (the “IrelandMDA”), the Misuse of Drugs Regulations 2017 (the “IrelandMDR”) and the Criminal Justice (Psychoactive Substances) Act 2010. These are the primary legislative instruments which govern controlled substances in Ireland. This legislation regulates the use, possession, supply, licensing, and administration of listed scheduled substances and establishes the offences and penalties for anything done contrary to the legislation.

Any substance, product or preparation (whether natural or otherwise) including a fungus of any kind or description, which contains psilocin or an ester of psilocin is controlled as a Schedule 1 controlled substance under the Ireland MDA and the Ireland MDR. The Ireland MDR includes “any substance, product or preparation including fungi of any kind or description, containing psilocin or an ester of psilocin (which are commonly described as ‘magic mushrooms’)” within the strict regime of control that applies to those substances in Schedule 1 of the Ireland MDR. Accordingly, psilocin will qualify as a Schedule 1 controlled substance and is subject to the strict regime of control that applies.

As a Schedule 1 controlled substance under the Ireland MDA, unlawful manufacturing, production, preparation, importation, exportation, supply, or distribution of psilocin carries onerous obligations and harsh punishments for contravention; this include fines and/or terms of imprisonment of up to 14 years.

Pursuant to the Ireland MDA, in certain circumstances, the Minister for Health “may grant licences or issue permits or authorizations for any of the purposes of this Act, attach conditions to any such licence, permit or authorization, vary such conditions and revoke any such licence, permit or authorization”. Where licences are granted, there are very strict conditions imposed on licence holders. For example, strict conditions can be placed regarding the security, storage and documenting controlled substances.

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The Company does not currently engage in any activities in Ireland that are regulated by such laws. If the Company were to engage in such activities, it would need to obtain the appropriate licences and authorization to do so. The Company intends to constantly review its Irish operations to ensure compliance with all applicable laws as the operations evolve.

Compliance with Applicable Laws

The Company oversees and monitors compliance with applicable laws in each jurisdiction in which it operates. In addition to the Company’s senior executives and the employees responsible for overseeing compliance, the Company has local counsel engaged in every jurisdiction in which it operates and has received legal opinions or advice in each of these jurisdictions regarding (a) compliance with applicable regulatory frameworks, and (b) potential exposure to, and implications arising from, applicable laws in jurisdictions in which the Company has operations or intends to operate.

The Company works with third parties who require regulatory licensing to handle scheduled drugs. The Company continuously updates its compliance and channel programs to maintain regulatory standards set for drug development. The Company also works with clinical research organizations who maintain batch records and data storage for the Company’s clinical programs.

Additionally, the Company has established a Medical & Clinical Advisory Team, a Research, Clinical and Regulatory Team and a Government Relations and Communications Team with cross-functional expertise in business, neuroscience, pharmaceuticals, mental health and psychedelics to advise management.

In conjunction with the Company’s human resources and operations departments, the Company oversees and implements training on the Company’s protocols. The Company will continue to work closely with external counsel and other compliance experts, and is evaluating the engagement of one or more independent third party providers to further develop, enhance and improve its compliance and risk management and mitigation processes and procedures in furtherance of continued compliance with the laws of the jurisdictions in which the Company operates.

The programs currently in place include monitoring by executives of the Company to ensure that operations conform to and comply with required laws, regulations and operating procedures. The Company is currently in compliance with the laws and regulations in all jurisdictions and the related licensing framework applicable to its business activities.

The Company and, to its knowledge, each of its third-party researchers, suppliers and manufacturers have not received any non-compliance, citations or notices of violation which may have an impact on the Company’s licences, business activities or operations.

The Company conducts due diligence on third-party researchers, medical professionals, clinics, cultivators, processors and others as applicable, with whom it engages. Such due diligence includes but is not limited to the review of necessary licenses and the regulatory framework enacted in the jurisdiction of operation. Further, the Company generally obtains, under its contractual arrangements, representations and warranties from such third parties pertaining to compliance with applicable licensing requirements and the regulatory framework enacted in the jurisdiction of operation.

Patent Cooperation Treaty

The PCT facilitates filing for patent recognition in multiple jurisdictions simultaneously using a single uniform patent application. 157 countries, including Canada and the United States have ratified the PCT.

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Ultimately, patents are still granted in each country individually. As such, the PCT procedure consists of two phases: filing of an international application, and national evaluation under the patent laws in force in each country where a patent is sought.

Within 12 months of filing a provisional patent application at the USPTO, the Company may elect to file a regular utility patent application in the United States in tandem with filing a PCT application with the World Intellectual Property Office, in each case claiming priority to the provisional patent application. Within 30 months of the provisional filing date, deadlines begin for a PCT application to enter the national phase in desired jurisdictions globally, such as Canada (30 months) and Europe (31 months), in each case claiming priority to the provisional patent application.

While the Company is focused on programs using psychedelic-inspired compounds, the Company does not have any direct or indirect involvement with the illegal selling, production or distribution of any substances in the jurisdictions in which it operates. The Company is exploring drug development within approved laboratory clinical trial settings conducted within approved regulatory frameworks. Though highly speculative, should any prescription drug product be developed by the Company (which, if it does occur, would not be for several years), such drug product will not be commercialized prior to receipt of applicable regulatory approval, which will only be granted if clinical evidence of safety and efficacy for the intended use(s) is successfully developed. The Company may also employ non-prescription drugs, where appropriate.

Selected Quarterly Information

The following table sets forth selected consolidated financial information for the periods indicated that are derived

from, and should be read in conjunction with, the Financial Statements and related notes thereto.

(Canadian dollars in thousands, except per share and share figures)	March 31, 2024	December 31, 2023	September 30, 2023	June 30, 2023	March 31, 2023	December 31, 2022	September 30, 2022	June 30, 2022
Revenues ($)	—	—	—	—	—	—	—	—
Operating Expenses ($)	25,195	27,024	13,910	12,707	13,703	12,093	12,327	13,395
Net loss ($)	(21,346)	(30,330)	(11,890)	(14,514)	(13,720)	(10,742)	(9,973)	(13,055)
Weighted Average Shares - Basic	457,727,760	333,679,544	234,584,277	206,157,780	196,144,381	188,887,344	180,837,176	175,874,475
Loss per share ($)	(0.05)	(0.09)	(0.05)	(0.07)	(0.07)	(0.06)	(0.06)	(0.07)
Weighted Average Shares - Diluted	457,727,760	333,679,544	234,584,277	206,157,780	196,144,381	188,887,344	180,837,176	175,874,475
Loss per share ($)	(0.05)	(0.09)	(0.05)	(0.07)	(0.07)	(0.06)	(0.06)	(0.07)
Cash and cash equivalents	208,992	38,999	18,118	9,349	16,633	22,511	29,937	42,460
Total Assets ($)	302,023	129,724	57,627	45,691	53,897	60,694	69,113	74,590
Total Non-Current Liabilities ($)	—	42	—	—	—	—	—	—

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Selected Annual Information

The following table presenting the Company’s results of operations as at and for the three most recently completed financial years ending March 31 should be read in conjunction with the Financial Statements and related notes thereto.

The Company’s selected financial information as at and for the three most recently completed financial years ended March 31, are summarized as follows:

(Canadian dollars in thousands, except per share and share figures)	For the year ended March 31, 2024	For the year ended March 31, 2023	For the year ended March 31, 2022
Revenues ($)	—	—	—
Operating Expenses ($)	78,836	51,518	63,838
Net loss ($)	(78,080)	(47,490)	(67,631)
Weighted Average Shares - Basic	315,300,042	185,428,767	167,287,240
Loss per share ($)	(0.25)	(0.26)	(0.40)
Weighted Average Shares - Diluted	315,300,042	185,428,767	167,287,240
Loss per share ($)	(0.25)	(0.26)	(0.40)
Cash and cash equivalents	208,992	16,633	53,641
Total Assets ($)	302,023	53,897	84,063
Total Non-Current Liabilities ($)	—	—	—

The Company has not paid dividends on the Common Shares and does not anticipate declaring any dividends in the near future.

Assets

Total assets increased by $248,126 from April 1, 2023 to March 31, 2024 mainly as a result of equity raises, and issuances of Common Shares under the 2022 ATM Program and 2023 ATM Program (both, as defined herein).As at March 31, 2024, the Company had prepaid expenses related to future clinical work of $2,891 (US$2,133).

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Results of Operations

	Three months ended March 31		Year ended March 31
	2024	2023	2024	2023
EXPENSES
Research	11,843	8,046	32,362	25,491
General and administrative costs	12,083	5,176	32,588	21,341
Share-based compensation	1,269	481	13,886	4,686
TOTAL EXPENSES	25,195	13,703	78,836	51,518
OTHER INCOME (EXPENSES)
Interest income	342	148	619	603
Foreign currency translation gain (loss)	3,507	(40)	137	4,027
Change in fair value of investments measured at fair value through profit or loss	—	(125)	—	(260)
Contingent consideration accretion	—	—	—	(13)
Change in fair value of contingent consideration	—	—	—	(329)
TOTAL OTHER INCOME (EXPENSES)	3,849	(17)	756	4,028
NET LOSS FOR THE PERIOD	(21,346)	(13,720)	(78,080)	(47,490)
Basic loss per share for the period attributable to common shareholders	(0.05)	(0.07)	(0.25)	(0.26)
Weighted average number of common shares outstanding - basic	457,727,760	196,144,381	315,300,042	185,428,767

For the three months ended March 31, 2024 Cybin incurred a net loss of $21,346, compared to a net loss of $13,720 during the same period in prior year. For the twelve months ended March 31, 2024, Cybin incurred a net loss of $78,080 compared to a net loss of $47,490 during the same period ended March 31, 2023.

During Twelve months ended March 31, 2023, the Company was focused on progressing its various research programs, with a focus on its Deuterated Psilocybin Analog Program (CYB003) and Deuterated Dimethyltryptamine Program (CYB004), and raising awareness of the Company and its industry. During the period, the Company launched EMBARK OA, a free online foundational training course for psychedelic facilitation; completed dosing in its last patient in Part B of the Phase 1 CYB004-E trial, and initiated first-in-human dosing of CYB004 in Part C of the Phase 1 CYB004-E trial.

LPC Agreement

On May 30, 2023, the Company entered into a Common Share purchase agreement (the “LPC Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”). Subject to the terms and conditions of the LPC Purchase Agreement, the Company has the right to sell, and LPC is obligated to purchase, up to US$30,000 of Common Shares over a 36-month period at prices that are based on the market price at the time of each sale to LPC. Cybin, in its sole discretion, controls the timing and amount of all sales of Common Shares under the LPC Purchase Agreement.

Cybin has the right to terminate the LPC Purchase Agreement at any time at no cost or penalty. LPC has agreed not to engage in any short selling or hedging activity of any kind in the Common Shares. As consideration for LPC’s

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obligation to purchase Common Shares from the Company at its direction under the LPC Purchase Agreement, Cybin issued 2,538,844 Common Shares to LPC as a commitment fee on May 30, 2023. The LPC Purchase Agreement provides that Cybin may not issue or sell any Common Shares to LPC under the LPC Purchase Agreement which, when aggregated with all other Common Shares then beneficially owned by LPC and its affiliates (as calculated pursuant to Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder), would result in LPC beneficially owning more than 9.99% of the outstanding Common Shares. On July 31, 2023, the Company announced that it had suspended all sales under the LPC Purchase Agreement in connection with the August 2023 Offering.

On August 23, 2023, the Company also announced the filing of a prospectus supplement under the 2023 Base Shelf Prospectus, requalifying the Company’s LPC Purchase Agreement on the same terms as those entered into on May 30, 2023 with LPC.

2023 ATM Program

On August 23, 2023, the Company announced the filing of a prospectus supplement (the “ATM Prospectus Supplement”) under the 2023 Base Shelf Prospectus to renew its previously established at-the-market equity program (the “2023 ATM Program”) that allows the Company to issue and sell up to US$35,000 of Common Shares from treasury to the public, from time to time. Distributions of Common Shares under the 2023 ATM Program will be made pursuant to the terms and conditions of an at-the-market equity distribution agreement (the “2023 Distribution Agreement”) dated August 23, 2023 among the Company, Cantor Fitzgerald Canada Corporation and Cantor Fitzgerald & Co. The 2023 ATM Program is effective until the earlier of the issuance and sale of all of the Common Shares issuable pursuant to the 2023 ATM Program and September 17, 2025 unless earlier terminated in accordance with the terms of the 2023 Distribution Agreement.

During the year ended March 31, 2024, the Company sold 34,140,507 Common Shares under the ATM Programs at an average price of $0.4549 (US$0.3374) per Common Share, for aggregate gross proceeds of $15,532 (US$11,518). Share issuance costs related to the ATM Programs for the year were $832.

Equity Offerings

On August 4, 2023, the Company completed a public offering (the “August 2023 Offering”) of 24,264,706 units of the Company (the “August2023 Units”) at a price of US$0.34 per August 2023 Unit for gross proceeds of US$8,250 pursuant to the August Prospectus Supplement to the 2021 Base Shelf Prospectus . Each August 2023 Unit is comprised of one Common Share and one Common Share purchase warrant (the “August 2023 Warrants”). Each August 2023 Warrant is exercisable to acquire one Common Share at a price of US$0.40 per Common Share for a period of 60 months from issuance, subject to acceleration in certain circumstances. In connection with the August 2023 Offering, Cybin paid the underwriters a cash commission of US$379 and incurred additional share issuance costs related to professional fees of US$458.

On November 14, 2023, the Company completed a public offering (the “November 2023 Offering”) of 66,666,667 units of the Company (the “November 2023 Units”) at a price of US$0.45 per November 2023 Unit for gross proceeds of $41,107 (US$30,000) pursuant to the November Prospectus Supplement to the 2023 Base Shelf Prospectus. Each November 2023 Unit is comprised of one Common Share and one Common Share purchase warrant (the “November 2023 Warrants”). Each November 2023 Warrant is exercisable to acquire one Common Share at a price of $0.70(US$0.51) per Common Share between May 14, 2024 and May 14, 2029, subject to acceleration in certain circumstances. In connection with the November 2023 Offering, Cybin paid the underwriters a cash commission of $2,096(US$1,530) and incurred additional share issuance costs related to professional fees of $341(US$248).

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On March 19, 2024, the Company completed a private placement (the “March 2024 Offering”) of 348,837,210 Common Shares at a price of US$0.43 per Common Share for gross proceeds of $202,995(US$150,000). Pursuant to the terms of the March 2024 Offering, on April 8, 2024, the Company amended the 2023 Base Shelf Prospectus to provide that the securities that may be offered and issued thereunder will include distributions by various selling securityholders. Further, on April 17, 2024, the Company fileda prospectus supplement to the 2023 Base Shelf Prospectus, in order to qualify the periodic resale of 333,029,767 Common Shares issued to certain non-Canadian investors pursuant to the March 2024 Offering (See “Subsequent Events”). In connection with the March 2024 Offering, Cybin paid the agents a cash commission of $11,726(US$8,665) and incurred additional share issuance costs being professional fees of $169(US$125).

Operating expenses

For the three months ended March 31, 2024, operating expenses totaled $25,195 (2023 - $13,703). The operating expenses include a non-cash component of $1,269 (2023 - $481) related to share-based compensation. The remaining operating expenses were incurred to support raising capital, research & development and the overall development of the Company.

For the year ended March 31, 2024, operating expenses totaled $78,836 (2023 -$51,518). The operating expenses include a non-cash component of $13,886 (2023 - $4,686) related to share-based compensation. The remaining operating expenses were incurred to support raising capital, research & development and the overall development of the Company.

Research

For the three month period ended March 31, 2024, the Company’s research expenses totaled $11,843 compared to $8,046 during the same period in prior year. Research expenses for the three month period are comprised of advancement of the development programs of $8,209 (2023 - $4,970), payroll related expenses of $3,316 (2023 -$2,551 ), professional and consulting fees of $62 (2023 - $232), and lab and administration expenses of $256 (2023 - $293).

For the year ended March 31, 2024, the Company’s research expenses totaled $32,362 compared to $25,491 during the same period in prior year. Research expenses for the year ended March 31, 2024 are comprised of advancement of the development programs of $22,799 (2023 -$14,360 ), payroll related expenses of $8,319 (2023 - $8,830), professional and consulting fees of $210 (2023 - $1,159), and lab and administration expenses of $1,034 (2023 - $1,142).

The overall increase in research expenses is due the progression of the Company's various research programs, including two programs in clinical trials. The increase is partially offset by a decrease in payroll costs as the Company has released part of its workforce that previously held roles that were not of a clinical priority or were not directly involved with any of the Company’s clinical trial initiatives. As of the date of this MD&A, Cybin’s research and development team has completed over 250 preclinical studies supporting research and development advancement of proprietary psychedelic-based molecules being designed for potential therapeutic applications for several mental health conditions. To date, more than 50 novel compounds have been evaluated through collaborations with experienced contract research organizations for pharmacokinetic/pharmacodynamic profile, metabolic stability, receptor binding, and safety in order to identify preferred candidates for further development. In addition, the Company currently has two clinical-stage programs ongoing.

General and administration costs

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For the three month period ended March 31, 2024, general and administrative expenses were $12,083 compared to $5,176 during the same period in the prior year. General and administrative expenses for the three-month period are comprised of capital market expenses of $3,919 (2023 - $2,271), payroll related expenses of $3,861 (2023 - $1,608), office and administration expenses of $843 (2023 - $685), investor relations expenses of $(480) (2023 - $271, professional and consulting fees of $1,838 (2023 -$234 ), listing fees of $53 (2023 - $50), business development expenses of $203 (2023 - $45), and marketing media fees of $1,846 (2023 - $12). The overall increase in general and administrative expenses due to increase in capital market spend and investors relations spend as the Company continues to raise awareness of the Company and its industry and increase in professional and consulting fees due to capital raise initiatives.

For the year ended March 31, 2024, general and administrative expenses were $32,588 compared to $21,341 during the same period in the prior year. General and administrative expenses for the year ended are comprised of capital market expenses of $11,519(2023 - $6,323), payroll related expenses of $8,248 (2023 - $6,272), office and administration expenses of $2,945 (2023 - $3,731), investor relations expenses of $1,896 (2023 - $984), professional and consulting fees of $4,918 (2023 - $2,142), listing fees of $271 (2023 - $354), business development expenses of $896 (2023 - $654), and marketing media fees of $1,895 (2023 - $881). The overall increase in general and administrative expenses due to increase in capital market spend and investors relations spend as the Company continues to raise awareness of the Company and its industry and increase in professional and consulting fees due to capital raise initiatives.

Share-based compensation

During the three month period ended March 31, 2024, Cybin issued warrants and options incurring share-based payment expense of $1,269, compared to $481 during the same period in the prior year. The increase is largely related to the new grants issued on equity raises and new options grants issued to key employees.

During the year ended March 31, 2024, Cybin issued warrants and options incurring share-based payment expense of $13,886, compared to $4,686 during the same period in the prior year. warrant and option .The increase is largely related to the new grants issued on equity raises and new options grants issued to key employees, and related to the fluctuation of share price and timing of warrant and option grant.

The share-based compensation expense was recorded based on the fair value using a Black Scholes Model. On exercise of these warrants and options the equity reserve balances will be moved to share capital.

Other income (expenses)

Foreign exchange gain (loss)

For the three-month period ended and twelve month period ended March 31, 2024, the Company incurred a foreign currency translation loss from operations and revaluation of balance sheet assets and liabilities held in foreign currencies of $3,507. and $137 respectively. The Company holds assets and liabilities in Canadian dollars, U.S. dollars, Euros, and British pounds.

Interest Income

For the three month period ended March 31, 2024 the Company recorded interest income of $342 compared to $148 during the same period in prior year. The increase is largely related to an increase on the cash balance earning interest.

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For the year ended March 31, 2024 , the Company recorded interest income of $619 compared to $603 during the same period in prior year. The increase is largely related to an increase on the cash balance earning interest.

Liquidity, Capital Resources and Cash Flows

	Three Months ended March 31,		Change		Year ended March 31,		Change
(Canadian dollars in thousands)	2024	2023	$	%	2024	2023	$	%
Net cash used in operating activities	(20,707)	(10,838)	(9,869)	91    %	(68,908)	(47,431)	(21,477)	45    %
Net cash used in investing activities	(215)	(218)	3	(1)    %	6,922	(3,309)	10,231	(309)    %
Net cash from financing activities	190,861	5,145	185,716	3610    %	254,507	13,564	240,943	1776    %
Decrease in cash	169,939	(5,911)	175,850	(2975)    %	192,521	(37,176)	229,697	(618)    %
Net foreign exchange difference	54	33	21	64    %	(162)	168	(330)	(196)    %
Cash and cash equivalents, beginning of period	38,999	22,511	16,488	73    %	16,633	53,641	(37,008)	(69)    %
Cash and cash equivalents, end of period	208,992	16,633	192,289	1156    %	208,992	16,633	192,289	1156    %

	Three months ended March 31, 2024
Net cash used in operating activities	Primarily relates to cash used for operating expenses including research and development expenses, salaries, and other general and administration expenses. Cash flows from operating activities exclude expenses not affecting cash, such as share based compensation expense, depreciation, unrealized foreign exchange gains or losses, and net changes in non-cash balances relating to operations.
	For the three months ended March 31, 2024, cash used in operating activities was $20,707 driven by a net loss for the period of $21,346 partially offset by the following non-cash items: an unrealized foreign exchange gain of $3,507, share-based compensation of $1,269, a decrease in working capital of $1,844, depreciation and amortization of $142 and lease interest $4.
Net cash used in investing activities	For the three months ended March 31, 2024, cash used in investing activities were driven by the purchase of intangible assets of $207 and purchase of tangible assets $ 8.
Net cash from financing activities	For the three months period ended March 31, 2024, cash flows from financing activities were related to net proceeds from issuance of Common Shares, through the 2022 ATM Program the 2023 ATM Program, Common Share issuance related to the Arrangement and pursuant to the LPC Agreement, of $190,954, and lease payments of ($93).

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	Year ended March 31, 2024
Net cash used in operating activities	Primarily relates to cash used for operating expenses including research and development expenses, salaries, and other general and administration expenses. Cash flows from operating activities exclude expenses not affecting cash, such as share based compensation expense, depreciation, unrealized foreign exchange gains or losses, and net changes in non-cash balances relating to operations.
	For the year ended March 31, 2024, cash used in operating activities was $68,908 driven by a net loss for the period of $78,080 partially offset by the following non-cash items: an unrealized foreign exchange gain of $137, share-based compensation of $13,886, an increase in working capital of $3,590, depreciation and amortization of $424 and lease interest $8.
Net cash used in investing activities	For the year ended March 31, 2024, cash used in investing activities were driven by the purchase of intangible assets of $689, disposal of tangible assets $ 21 and cash acquired on acquisition $ 7,632.
Net cash from financing activities	For the year ended March 31, 2024, cash flows from financing activities were related to net proceeds from issuance of Common Shares, through the 2022 ATM Program the 2023 ATM Program, Common Share issuance related to the Arrangement and pursuant to the LPC Agreement, of $254,600,Common Shares issued on exercise of certain warrants $56 and lease payments of ($149).

On August 8, 2022, the Company established an at-the-market program (“2022 ATM Program”) that allowed the Company to issue and sell up to US$35,000 of Common Shares in the capital of the Company from treasury to the public, from time to time, which was qualified by way of a prospectus supplement dated August 8, 2022 to the 2021 Base Shelf Prospectus. The 2021 Base Shelf Prospectus was effective for a period of 25 months, ending on August 5, 2023 (the “LapseDate”).

Distributions of Common Shares under the 2022 ATM Program were made pursuant to the terms and conditions of the Distribution Agreement. The 2022 ATM Program was effective until August 5, 2023 when it automatically terminated in accordance with the terms of the Distribution Agreement following the Lapse Date of the 2021 Base Shelf Prospectus. The Company was not obligated to make any sales of Common Shares under the 2022 ATM Program. The volume and timing of distributions under the 2022 ATM Program were determined in Cybin’s sole discretion and in accordance with the Distribution Agreement. As any Common Shares distributed under the 2022 ATM Program were issued and sold at the prevailing market price at the time of the applicable sale, prices varied among purchasers through the duration of the 2022 ATM Program. During the year ended March 31, 2024, the Company had sold 10,625,951 Common Shares under the 2022 ATM Program at an average price of $0.4301 (US$0.3208) per Common Share, for aggregate gross proceeds of $4,571 (US$3,409).

On May 30, 2023, the Company entered into the LPC Purchase Agreement. Subject to the terms and conditions of the LPC Purchase Agreement, the Company had the right to sell, and LPC was obligated to purchase, up to US$30,000 of Common Shares over a 36-month period at prices that are based on the market price at the time of each sale to LPC. Cybin, in its sole discretion, controls the timing and amount of all sales of Common Shares under the LPC Purchase Agreement.On July 31, 2023, Cybin announced that it had suspended all sales under the LPC Purchase Agreement in

connection with the August 2023 Offering. On August 23, 2023, the Company also announced the filing of a prospectus supplement under the 2023 Base Shelf Prospectus, requalifying the LPC Purchase Agreement on the same terms as those entered into on May 30, 2023, with LPC. During the year ended March 31, 2024 Company sold 1,925,000 Common Shares, at an average price of $0.3236 (US$0.2417) per Common Share, for aggregate gross proceeds of $623 (US$465) pursuant to the LPC Purchase Agreement. Share issuance costs related to the LPC Agreement for the year ended March 31, 2024 were $476 (US$351).

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On August 4, 2023, the Company completed the August 2023 Offering of the August 2023 Units at a price of US$0.34 per August 2023 Unit for gross proceeds of $11,018(US$8,250) pursuant to the August Prospectus Supplement to the 2021 Base Shelf Prospectus. Each August 2023 Unit is comprised of one Common Share and one August 2023 Warrant. Each August 2023 Warrant is exercisable to acquire one Common Share at a price of $0.53(US$0.40) per Common Share for a period of 60 months from issuance, subject to acceleration in certain circumstances. In connection with the Offering, Cybin paid the underwriters a cash commission of $506(US$379) and incurred additional share issuance costs, being professional fees of $619(US$458).

On August 23, 2023, the Company announced the filing of the ATM Prospectus Supplement under the 2023 Base Shelf Prospectus to renew its previously established at-the-market equity program that allows the Company to issue and sell up to US$35,000 of Common Shares from treasury to the public, from time to time. Distributions of Common Shares under the 2023 ATM Program will be made pursuant to the terms and conditions of the 2023 Distribution Agreement. The 2023 ATM Program is effective until the earlier of the issuance and sale of all of the Common Shares issuable pursuant to the 2023 ATM Program and September 17, 2025 unless earlier terminated in accordance with the terms of the 2023 Distribution Agreement.

From August 23, 2023, being the date of the launch of the 2023 ATM Program to March 31, 2024 the Company sold 23,514,556 Common Shares under the 2023 ATM Program, at an average price of $0.4662 (US$0.3449) per Common Share, for aggregate gross proceeds of $10,962 (US$8,109). Share issuance costs related to the 2023 ATM Program were $329 (US$243).

On November 14, 2023, the Company completed the November 2023 Offering of the November 2023 Units at a price of US$0.45 per November 2023 Unit for gross proceeds of $41,107(US$30,000) pursuant to the November Prospectus Supplement to the 2023 Base Shelf Prospectus. Each November 2023 Unit is comprised of one Common Share and one November 2023 Warrant. Each November2023 Warrant is exercisable to acquire one Common Share at a price of $0.70 (US$0.51) per Common Share between May 14, 2024 and May 14, 2029, subject to acceleration in certain circumstances. In connection with the November 2023 Offering, Cybin paid the underwriters a cash commission of $2,096(US$1,530) and incurred additional share issuance costs being professional fees of $341(US$248).

On March 19, 2024, the Company completed the March 2024 Offering of 348,837,210 Common Shares at a price of US$0.43 per Common Share for gross proceeds of $202,995(US$150,000). Pursuant to the terms of the March 2024 Offering, on April 8, 2024, the Company amended the 2023 Base Shelf Prospectus to provide that the securities that may be offered and issued thereunder will include distributions by various selling securityholders. Further, on April 17, 2024, the Company fileda prospectus supplement to the 2023 Base Shelf Prospectus, in order to qualify the periodic resale of 333,029,767 Common Shares issued to certain non-Canadian investors pursuant to the March 2024 Offering (See “Subsequent Events”). In connection with the March 2024 Offering, Cybin paid the agents a cash commission of $11,726(US$8,665) and incurred additional share issuance costs being professional fees of $169(US$125).

The Company’s main use for liquidity is to fund the development of its research programs as noted above. The primary source of liquidity has been from public financing to date. The ability to fund operations, to make planned capital expenditures and execute the growth/acquisition strategy depends on the future operating performance and cash flows, which are subject to prevailing economic conditions, regulatory and financial, business and other factors, some of which are beyond the Company’s control.

As at March 31, 2024, the Company had working capital of $208,440. The Company is a pre-operative stage as it researches and develops its IP portfolio in anticipation of manufacturing in the near future. Therefore the Company will not be able to generate sufficient amounts of cash and cash equivalents from its operations in the short term.

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On February 22, 2023, the Company announced a streamlining plan aimed at maximizing the Company’s operating efficiency and to allow the Company to focus on critical clinical trials. The Company released approximately 15% of its workforce that previously held roles that were not of a clinical priority or were not directly involved with any of the Company’s clinical trial initiatives.

The Company intends to continue to advance its non-revenue generating programs over the next twelve to twenty-four months. These intended advancements, along with the expectation of operating at a loss for at minimum the next 12 months, will diminish the Company’s working capital. As such, further financings may be required to develop the Company’s pipeline, make acquisitions, meet ongoing obligations, and discharge its liabilities in the normal course of business. There is no assurance that additional funds can be raised upon terms acceptable to the Company, or at all, as funding for small companies remains challenging.

The Company’s ability to access both public and private capital is dependent upon, among other things, general market conditions and the capital markets generally, market perceptions about the Company and its business operations, and the trading prices of the Company’s securities from time to time. When additional capital is required, the Company intends to raise funds through the issuance of equity or debt securities. Other possible sources include the exercise of stock options and warrants of the Company. There can be no assurance that additional funds can be raised upon terms acceptable to the Company, or at all, as funding for early-stage companies remain challenging generally. Given the nature of the Company’s business as of the date of this MD&A, and in particular, the fact that its operations are undertaken exclusively within a foreign jurisdiction, the Company may face difficulty in accessing traditional sources of financing, notwithstanding that its business operations are conducted in a regulatory environment within which the Company’s activities are neither illegal nor subject to conflicting laws.

The Company’s current expenditure obligations include commitments for those projects described in the section entitled “Non-Revenue Generating Projects” in this MD&A. The Company expects to continue funding these projects with available cash and cash equivalents, and therefore, is subject to risks including, but not limited to, an inability to raise additional funds through debt and/or equity financing to support the Company’s continued development, including capital expenditure requirements, operating requirements and to meet its liabilities and commitments as they become due.

The Company constantly monitors and manages its capital resources to assess the liquidity necessary to fund operations and capacity expansion. As at March 31, 2024, the Company had a cash balance of $208,992 and current liabilities of $10,096. The Company’s current resources are sufficient to settle its current liabilities.

Management continues to raise the capital necessary to become a fully operational enterprise.

The Company has negative cash flow from operating activities and has historically incurred net losses. To the extent that the Company has negative operating cash flows in future periods, it may need to deploy a portion of its existing working capital to fund such negative cash flows. The Company will be required to raise additional funds through the issuance of additional equity securities, through loan financing, or other means, such as through partnerships with other companies and research and development reimbursements. There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favourable to the Company as those previously obtained.

The Company’s primary capital needs are funds to advance its research and development activities and for working capital purposes. These activities include staffing, preclinical studies, clinical trials and administrative costs. The Company has experienced operating losses and cash outflows from operations since incorporation and will require ongoing financing to continue its research and development. The Company has not earned any revenue or reached successful commercialization of any products. The Company’s success is dependent upon the ability to finance its cash requirements to continue its activities. There is no assurance that additional capital or other types of financing

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will be available if needed or that these financings will be on terms at least as favourable to the Company as those previously obtained, or at all. See “Risk Factors”.

As at March 31, 2024, the Company had sold 54,894,627 Common Shares under the 2022 ATM Program and 2023 ATM Program at an average price of US$0.4018 per Common Share, for aggregate gross proceeds of US$22,059. The Company also raised capital pursuant to the LPC Purchase Agreement. As at March 31, 2024, the Company sold 1,925,000 Common Shares, at an average price of US$0.2417 per Common Share, for aggregate gross proceeds of US$465 pursuant to the LPC Purchase Agreement.

The Company is focused on research and has not seen any major changes to its ability to complete those activities. The Company intends to assess its business and operational needs, and implement cost reductions as needed. The Company is currently focused on the research stage of its projects and will not be generating significant revenues in the short term. The Company believes it has sufficient working capital after the completion of the March 2024 Offering, August 2023 Offering and the November 2023 Offering to manage its short- and long-term cash flow needs as it continues to invest into its intellectual property.

Contractual obligations and commitments

As at March 31, 2024, the Company had also entered into agreements for various studies which may require the Company to spend up to an additional 6,625. The Company expects to pay this amount within the next 12 months, however the timing and certainty of the payments are contingent on availability of materials and successful completion of certain milestones. The Company has the right to cancel the studies at its discretion, in which case a cancellation fee may apply, however the Company is not liable to pay the full amount of the study.

In addition to the above, the Company has entered into an exclusive license agreement with Mindset to acquire an extensive targeted class of tryptamine-based molecules. Upon the successful completion of certain milestones contemplated in the agreement, the Company may have to pay additional consideration of up to US$9,500. At the sole discretion of Cybin, the milestones may be paid in cash or in Common Shares, or a combination thereof, subject to the approval of the Exchange. There is no assurance that the aforementioned milestones will be met.

The Company is party to certain employee and management contracts that contain severance obligations. These contracts contain clauses requiring additional payments to be made upon the occurrence of involuntary termination. As the likelihood of these events taking place is not determinable, no contingent liabilities have been recorded in the consolidated financial statements.

In the normal course of business, the Company may be subject to legal proceedings and claims. As at March 31, 2024, there was no ongoing litigation and therefore no contingent liabilities have been recorded.

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Outstanding share data

The table below sets out the outstanding share capital of the Company as at March 31, 2024 and as of the date of this MD&A:

Class of Security	As of March 31, 2024	As of the date of this MD&A
Common Shares	759,692,495	759,692,495
Stock options	66,201,000	32,329,100
Common Share purchase warrants	106,255,498	106,255,498
Class B Shares (as defined below) (1)	36,084.7	36,084.7

Note:

(1)TheClass B Shares are exchangeable for Common Shares, on the basis of 10 Common Shares for each Class B Share, at the option of the holder thereof, subject to customary adjustments.

Common Shares

The authorized capital of the Company consists of an unlimited number of Common Shareswithout par value and an unlimited number of preferred shares. As of March 31, 2024, 759,692,495 Common Shares were outstanding and no preferred shares were issued and outstanding. As of the date of this MD&A, 759,692,495 Common Shares are outstanding.

Stock Options

As of March 31, 2024, options to purchase up to 66,201,000 Common Shares were outstanding under Cybin’s equity incentive plan. As of the date of this MD&A, options to purchase up to 32,329,100 Common Shares were outstanding under Cybin’s equity incentive plan.

Common Share Purchase Warrants

As of March 31, 2024, warrants to purchase up to 106,255,498 Common Shares were outstanding, exercisable at weighted average exercise price of $ 0.60per Common Share. As of the date of this MD&A, warrants to purchase up to 106,255,498Common Shares were outstanding, exercisable at weighted average exercise price of $ 0.60 per Common Share.

Class B Shares

In connection with the Adelia Transaction (see “Acquisitions”), Cybin U.S. (a subsidiary of the Company) has issued 1,591,625.3 Class B Shares. The Class B Shares are exchangeable at the holder’s option for Common Shares on the basis of 10 Common Shares for 1 Class B Share, subject to customary adjustments. As of March 31, 2024, 36,084.7 Class B Shares were outstanding. As of the date of this MD&A, 36,084.7 Class B Shares were outstanding,

Adelia Acquisition

On December 4, 2020, Cybin entered into a contribution agreement, as amended on September 24, 2021, (the “Contribution Agreement”) with Cybin Corp., Cybin U.S. (the “Acquiror”), a newly formed fully-controlled subsidiary of Cybin created for the purposes of the Adelia Transaction, and all of the shareholders of Adelia (the “Adelia Shareholders”) whereby the Acquiror has agreed to purchase from the Adelia Shareholders all of the issued and outstanding common shares of Adelia (the “Adelia Shares”) in exchange for non-voting Class B common shares in the capital of the Acquiror (the “Class B Shares”). The Adelia Transaction closed on December 14, 2020 (the “Closing”).

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Pursuant to the Contribution Agreement, the Adelia Shareholders contributed all of the Adelia Shares to the Acquiror as a capital contribution in exchange for the Acquiror issuing to them, in the aggregate, 868,833 Class B Shares in accordance with their respective pro rata percentages at a price per Class B Share equal to $12.40 (approximately US$9.69). The aggregate value of the Class B Shares to be issued to the Adelia Shareholders on the Closing was $19,549 (approximately USD$15.28 million).

The Class B Shares issued by the Acquiror to the Adelia Shareholders are exchangeable for Common Shares on a 10 Common Shares for 1 Class B Share basis, at the option of the holder thereof, subject to customary adjustments. The purpose of issuing exchangeable Class B Shares to the Adelia Shareholders is to allow the Adelia Shareholders to defer a taxable event, which occurs on the exchange of shares of a United States company for the shares of a Canadian company. Notwithstanding the foregoing, no Class B Shares were exchangeable prior to the first anniversary of the Closing and not more than: (i) 33 1/3% of the Class B Shares were exchangeable prior to the second anniversary of Closing; (ii) 66 2/3% of the Class B Shares were exchangeable prior to the third anniversary of Closing; and (iii) thereafter, 100% of the Class B Shares will be exchangeable ((i), (ii) and (iii), collectively, the “Hold Periods”). The Class B Shares issued to the Adelia Shareholders upon the Closing are exchangeable for a total of 8,688,330 Common Shares, resulting in an effective issue price of $1.24 per Cybin Share.

On the occurrence of certain milestones as set out in the Contribution Agreement (each a “Milestone”), the Acquiror will issue to the Adelia Shareholders in accordance with their pro rata percentage, within five business days following the relevant date at which there is agreement as to the achievement of the Milestone (the “Milestone Determination Date”), such number of Class B Shares as shall be determined by dividing the applicable Milestone consideration, as set out in the Contribution Agreement (or where some, but not all, of such sub-Milestone’s in the relevant fiscal quarter are achieved, such lesser potion of such milestone consideration) as is determined in accordance with applicable Milestone, by the greater of: (i) $0.75; (ii) the 10 day volume weighted average trading price of the Common Shares on the Exchange (or, in the event that the Common Shares are no longer traded on the Exchange, such other nationally recognized exchange as the Common Shares may at the applicable time be trading); and (iii) the closing market price of the Common Shares on the Exchange (or, in the event that the Common Shares are no longer traded on the Exchange, such other nationally recognized exchange as the Common may at the applicable time be trading) in each case, on the close of business on the last business day preceding the Milestone Determination Date. If a particular Milestone has not been achieved by the close of the quarter immediately following the quarter in which such Milestone is scheduled for completion pursuant to the Contribution Agreement, the Acquiror’s obligation to issue Class B Shares on the occurrence of the applicable Milestone shall expire. The total value of the Class B Shares issuable pursuant to the Milestones is up to $9,388 (approximately US$7.33 million). As of the date of this MD&A, all of the Milestones have been completed, 1,591,625.3 Class B Shares have been issued, and 1,061,083.2 Class B Shares have been exchanged into Common Shares. Pursuant to the Contribution Agreement, Cybin, the Acquiror and the Adelia Shareholders also entered into a support agreement dated December 14, 2020 (the “Support Agreement”), which for the purpose of Canadian securities law, is deemed a “security” as it is a document evidencing an interest in or to a security (i.e. the Common Shares), and, as such, constitutes a security of Cybin. Upon the signing of the Support Agreement, given that each of the Adelia Shareholders are an “accredited investor”, the prescribed restricted period (of (4) months and one (1) day after the date of issuance) as required under Canadian securities law on the Common Shares (which are exchangeable for Class B Shares at a future date) will commence. Therefore, upon the exchange of the Class B Shares for the Common Shares, subject to the Hold Periods, such Common Shares will no longer be within a restrictive period as prescribed under applicable securities law and free trading securities.

On January 11, 2021, the Company announced the achievement of the first Milestone for the period commencing November 15, 2020, as contemplated by the terms of the Contribution Agreement. The achievement included the successful synthesis of multiple tryptamine derivatives in sufficient quantities to initiate in vitro “Proof of Principle”; establish a ADME/PK has been completed; and to demonstrate “In Vitro” ADME “Proof of Principle” that specific

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synthesis modifies the metabolism of a psychedelic tryptamine. Pursuant to the terms of the Contribution Agreement, an aggregate of 51,163 Class B Shares were issued to the Adelia Shareholders in satisfaction of $1,018 due to them upon meeting such Milestones.

On March 9, 2021, the Company announced the achievement of certain Milestones for the period commencing January 1, 2021, as contemplated by the terms of the Contribution Agreement. The achievement included API Synthesis and optimization to demonstrate that two or more deuterated tryptamines show significant in vivo modifications of PK consistent with proof of concept, nomination of two deuterated candidates for full IND enabling studies, and completion of a certain API Manufacturing Contract. Pursuant to the terms of the Contribution Agreement, an aggregate of 42,247.3 Class B Shares were issued to the Adelia Shareholders in satisfaction of $686 due to them upon meeting such Milestones.

On June 28, 2021, Adelia completed the remaining requirements of the second Milestone as listed in the Contribution Agreement. Accordingly, 15,777.1 Class B Shares were issued to the Adelia Shareholders, amounting to $458. The Class B Shares are exchangeable for a total of 157,771 Common Shares, representing an effective issue price of $2.90 per Common Share.

On August 17, 2021, an additional 18,788.5 Class B Shares were issued to the Adelia Shareholders due to the achievement of certain requirements of the third and fourth Milestones, amounting to $633. The Class B Shares are exchangeable for a total of 187,886 Common Shares, representing an effective issue price of $3.37 per Common Share.

On August 31, 2021, the remaining requirements of the third Milestone were achieved. Accordingly, 9,392.6 Class B Shares were issued to the Adelia Shareholders, amounting to $317. The Class B Shares are exchangeable for a total of 93,926 Common Shares, representing an effective issue price of $3.38 per Common Share.

On November 18, 2021, an additional 28,903 Class B Shares were issued to the Adelia Shareholders due to the achievement of certain requirements of the fourth and fifth Milestones, amounting to $706. These Class B Shares are exchangeable for a total of 289,030 Common Shares, representing an effective issue price of $2.44 per Common Share.

On November 29, 2021, an additional 31,721.5 Class B Shares were issued to the Adelia Shareholders due to the achievement of certain requirements of the fourth and fifth Milestones, amounting to $629. These Class B Shares are exchangeable for a total of 317,215 Common Shares, representing an effective issue price of $1.98 per Common Share.

On January 6, 2022, an additional 15,611.4 Class B Shares were issued to the Adelia Shareholders due to the achievement of the Milestone identified as Year 2 Q1 (v), as contemplated by the terms of the Contribution Agreement, amounting to $236. These Class B Shares are exchangeable for a total of 156,114 Common Shares, representing an effective issue price of $1.51 per Common Share.

On February 14, 2022, an additional 41,028.2 Class B Shares were issued to the Adelia Shareholders due to the achievement of the Milestones identified as Y1, Q4 (iv), Y1, Q4 (v) and Y2, Q1 (vi), as contemplated by the terms of the Contribution Agreement, amounting to $551 at a price per Class B Share of $13.43. These Class B Shares are exchangeable for a total of 410,282 Common Shares, representing an effective issue price of $1.34 per Common Share.

On February 18, 2022, an additional 17,239.5 Class B Shares were issued to the Adelia Shareholders due to the achievement of certain Milestones identified as Y2, Q2 (iii), as contemplated by the terms of the Contribution

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Agreement, having an aggregate value of $233 at a price per Class B Share of $13.54. These Class B Shares are exchangeable for a total of 172,395 Common Shares, representing an effective issue price of $1.35 per Common Share.

On March 25, 2022, an additional 90,546.0 Class B Shares were issued to Adelia Shareholders due to the achievement of certain Milestones identified as Year 1 Q4 (vi); Year 2 Q2 (ii); Year 2 Q2 (v) and Year 2, Q3 (iii), as contemplated by the terms of the Contribution Agreement, having an aggregate value of $905 at a price per Class B Share of $9.994. These Class B Shares are exchangeable for a total of 905,460 Common Shares, representing an effective issue price of $1.00 per Common Share.

On April 1, 2022, an additional 22,428.3 Class B Shares were issued to Former Adelia Shareholders due to the achievement of the Milestone identified as Year 2 Q2 (iv), as contemplated by the terms of the Contribution Agreement, having an aggregate value of $229 at a price per Class B Share of $10.20. These Class B Shares are exchangeable for a total of 224,283 Common Shares, representing an effective issue price of $1.02 per Common Share. In consideration for the Milestone achieved, on June 22, 2022, an additional 456.5 Class B shares having an aggregate value of $5 were issued to Former Adelia Shareholders.

On June 24, 2022, an additional 266,933.1 Class B Shares were issued to Former Adelia Shareholders due to the achievement of certain Milestones identified as Y2, Q2 (i), (vi), Y2, Q3 (ii), Year 2 Q4 (i) and Year 3 Q1 (i), (ii), (iii), as contemplated by the terms of the Adelia Contribution Agreement, having an aggregate value of $2,034 at a price per Class B Share of $7.62. These Class B Shares are exchangeable for a total of 2,669,331 Common Shares, representing an effective issue price of $0.762 per Common Share.

On June 27, 2022, an additional 37,366.2 Class B Shares were issued to Former Adelia Shareholders due to the achievement of the Milestone identified as Y2, Q3 (i), as contemplated by the terms of the Adelia Contribution Agreement, having an aggregate value of $280 at a price per Class B Share of $7.50. These Class B Shares are exchangeable for a total of 373,662 Common Shares, representing an effective issue price of $0.75 per Common Share.

On August 31, 2022, an additional 33,190.1 Class B Shares were issued to Former Adelia Shareholders due to the achievement of the Milestone identified as Y2, Q4 (ii), as contemplated by the terms of the Adelia Contribution Agreement, having an aggregate value of $468 at a price per Class B Share of $14.10. These Class B Shares are exchangeable for a total of 331,901 Common Shares, representing an effective issue price of $1.41 per Common Share.

As of August 31, 2022, all of the Milestones contemplated by the terms of the Adelia Contribution Agreement were successfully achieved. The Milestones focused on bringing Cybin’s psychedelic programs from the lab to the clinic. As Cybin has advanced its research and development pipeline, these milestone achievements have contributed to discovering potential new drug formulations and delivery methods, creating clinical protocols for psychedelic compounds, and most recently, supporting clinical-stage development of the Company’s CYB003 and CYB004 programs for MDD and anxiety disorders, respectively.

Pursuant to the Contribution Agreement certain members of Adelia entered into advisory and/or executive employment arrangements with Cybin upon the Closing and, in such capacity, received, in the aggregate, a grant of options to purchase up to 2,244,100 to acquire Common Shares, pursuant to Cybin’s equity incentive plan, exercisable for a period of five (5) years and subject to vesting, at an exercise price of $1.74 per Cybin Share. An additional 555,900 options to acquire Common Shares were issued to eligible participants at the direction of the Adelia Shareholders following the Closing.

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Following the achievement of the final milestones as contemplated by the terms of the Contribution Agreement, Michael Palfreyman Ph.D. and Brett Greene, who joined the Company following the Adelia Transaction, left their roles as Chief R&D Officer and Chief Innovations Officer, respectively, and transition into advisory roles at the Company. Alex Nivorozhkin Ph.D., one of Adelia’s founders, is continuing in his role as Chief Scientific Officer of Cybin.

Small Pharma Acquisition

On August 28, 2023, the Company entered into the Arrangement Agreement with Small Pharma pursuant to which Cybin agreed to acquire all of the issued and outstanding shares of Small Pharma (each, a “Small Pharma Share”) in an all-equity business combination transaction to be completed by way the Arrangement.

On September 13, 2023, Small Pharma was granted an interim order (the “Interim Order”) by the Supreme Court of

British Columbia (the “Court”) regarding the Arrangement. The Interim Order authorized Small Pharma to proceed

with various matters relating to the Arrangement, including the holding of a special meeting of Small Pharma

shareholders to consider and vote on the Arrangement. Completion of the Arrangement was conditional upon receipt

of a final order by the Court. Small Pharma was granted a final order by the Court on October 17, 2023.

On October 12, 2023, the Company held an annual and special meeting of shareholders (the “Special Meeting”) in

connection with, among other things, the Arrangement. At the Special Meeting, shareholders of the Company passed

an ordinary resolution approving the issuance by the Company of up to such number of Common Shares as may be

required to be issued pursuant to the Arrangement in accordance with the terms of the Arrangement Agreement.

On October 23, 2023, the Company completed the Arrangement and issued 0.2409 Common Shares for every one Small Pharma Share outstanding, resulting in a total of 80,945,254 Common Shares being issued to Small Pharma shareholders. As a result of the Arrangement, Small Pharma is now a wholly-owned subsidiary of Cybin. See “Subsequent Events”.

Off-balance sheet arrangements

As at March 31, 2024 and the date of this MD&A, other than these contractual obligations and commitments disclosed in note 11 of the Financial Statements, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the results of operations or financial condition of the Company.

Transactions between related parties

For the year ended March 31, 2024, the key management personnel of the Company were the board of directors of the Company (the "Board"), the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Growth Officer, Chief Compliance, Ethics & Administrative Officer, Chief Legal Officer, Chief Innovation Officer, Chief Medical Officer, and Chief Scientific Officer.

Compensation for key management personnel of the Company for the three month period ended March 31, 2024 consisted of consulting fees, short term benefits and other compensation of $3,064 (three-month period ended March 31, 2023 - $1,952).

Compensation for key management personnel of the Company for the year ended March 31, 2024 consisted of consulting fees, short term benefits and other compensation of $15,049 (year ended March 31, 2023 - $8,315)

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Critical accounting estimates

The preparation of the Financial Statements require management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting year. Actual outcomes could differ from these estimates. The consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the year in which the estimate is revised and future years if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company’s significant accounting estimates and assumptions are reported in note 3 of the Financial Statements found on SEDAR+ at www.sedarplus.ca.

Summary of significant accounting policies

The Company’s significant accounting policies are set out in note 2 of the of the Financial Statements, found on SEDAR+ at www.sedarplus.ca. This MD&A should be read in conjunction with the Financial Statements. Other accounting standards or amendments to existing accounting standards that have been issued, but have future effective dates, are either not applicable or are not expected to have a significant impact on the Financial Statements.

Disclosure controls and procedures

In accordance with the requirements of National Instrument 52-109–Certification of Disclosure in Issuers’ Annual and

Interim Filings, the Company’s management, including the Company’s Chief Executive Officer (the “CEO”) and the

Company’s Chief Financial Officer (the “CFO”), have evaluated the effectiveness of the Company’s disclosure controls and procedures. Based upon the results of the evaluation, the CEO and the CFO have concluded that as at March 31, 2024, the Company’s disclosure controls and procedures to provide reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported within the appropriate time periods and forms were effective.

Internal Control over Financial Reporting

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable IFRS. Internal control over financial reporting should include those policies and procedures that establish the following:

•maintenance of records in reasonable detail, that accurately and fairly reflect the transactions and dispositions of assets;

•reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable IFRS;

•receipts and expenditures are only being made in accordance with authorizations of management or the Board; and

•reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial instruments.

The Company’s management, with the participation of the CEO and the CFO, assessed the effectiveness of the Company’s internal controls over financial reporting and concluded that as at March 31, 2024, the Company’s internal

control over financial reporting was effective.

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During the period ended March 31, 2024, the Company did not make any significant changes to its internal controls over financial reporting that would have materially affected, or reasonably likely to materially affect, its internal controls over financial reporting.

Limitations of Disclosure Controls and Procedures and Internal Control over Financial Reporting

The Company’s management, including the CEO and the CFO, believe that due to inherent limitations, any disclosure controls and procedures or internal control over financial reporting, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. These inherent limitations include, among other items: (i) that management’s assumptions and judgments could ultimately prove to be incorrect under varying conditions and circumstances; (ii) the impact of any undetected errors; and (iii) that controls may be circumvented by the unauthorized acts of individuals, by collusion of two or more people, or by management override.Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

New accounting standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are not yet effective at March 31, 2024, and have not been applied in preparing the condensed interim consolidated financial statements. Management has determined that none of these will have a significant effect on the Financial Statements.

Financial and Risk Management

The Company is exposed to a variety of financial instrument related risks and is exposed to liquidity risk, credit risk, interest rate risk, foreign exchange risk, equity price risk, asset forfeiture risk and banking risk. Management, in conjunction with the Board, mitigates these risks by assessing, monitoring and approving the Company’s risk management processes. See note 15, Financial Instruments in the Financial Statements for the Company’s financial instruments, financial risk factors, and other instruments. The Company’s financial risk activities are governed by the appropriate policy and procedures and financial risks are identified, measured and managed in accordance with the Company’s policies and risk appetite.

In addition, the Company noted the following risks specific to the psychedelic industry that it is exposed to:

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company is a development stage company and is reliant on external fundraising to support its operations. Once funds have been raised, the Company manages liquidity risk by continuously monitoring actual and projected cash flows. The board of directors reviews and approves the Company’s operating and capital budgets, as well as any material transactions not in the ordinary course of business.

Regulatory risk

Regulatory risk pertains to the risk that the Company’s business objectives are contingent, in part, upon the compliance with regulatory requirements. Due to the nature of the industry, regulatory requirements can be more stringent than other industries and may also be punitive in nature. Any delays in obtaining, or failure to obtain regulatory approvals can significantly delay operational and product development and can have a material adverse effect on the Company’s business, results of operation, and financial condition.

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The Company routinely monitors regulatory changes occurring in the psychedelic industry at the city, state, and national levels. Although the general regulatory outlook for the psychedelic industry has been moving in a positive direction, unforeseen regulatory changes could have a material adverse effect on the business as a whole.

Currency risk

The Company is exposed to currency risk related to the fluctuation of foreign exchange rates and the degree of volatility of those rates. Currency risk is limited to the portion of the Company’s business transactions and balances denominated in currencies other than the Canadian dollar.

Subsequent Events

On April 1, 2024, pursuant to the provisions of the Business Corporations Act (Ontario), Small Pharma completed a horizontal amalgamation with Cybin Corp., with Cybin Corp. being the resulting entity. As a result of this amalgamation, Cybin UK Limited is now a wholly-owned subsidiary of Cybin Corp.

On April 5, 2024, the Company granted options to purchase up to 11,715,000 Common Shares, of which 7,250,000 were granted to officers and 4,465,000 were granted to employees. These options have an exercise price of $0.56 per Common Share. All of the options expire on April 5, 2029. The granted options are subject to different vesting schedules. 1,464,375 options vest immediately and 10,250,625 options vest over two years.

On April 8, 2024, the Company amended the 2023 Base Shelf Prospectus to provide that the securities that may be offered and issued thereunder will include distributions by various selling securityholders.

On April 16, 2024, the Company announced that the United States Patent and Trademark Office has granted U.S. patent 11,958,807 in support of its CYB003 program in MDD.

On April 17, 2024, the Company fileda prospectus supplement to the 2023 Base Shelf Prospectus, in order to qualify the periodic resale of 333,029,767 Common Shares issued to certain non-Canadian investors pursuant to the March 2024 Offering.

On April 18, 2024, the Company announced that its research manuscript, entitled “Synthesis and Structure-Activity Relationships of 2,5-dimethoxy-4-substituted phenethylamines and the discovery of CYB210010: A potent, orally bioavailable and long-acting serotonin 5-HT2 receptor agonist,” has been published in the Journal of Medicinal Chemistry, a prestigious bi-weekly peer-reviewed publication.

On May 5, 2024, the Company cancelled options to purchase up to 45,586,900 Common Shares.

On June 11, 2024, the Company announced that Dr. Atul R. Mahableshwarkar M.D., DLFAPA, has joined the

Company as Senior Vice President, Clinical Development. Dr. Mahableshwarkar will lead the development of the

CYB003 program.

Risk Factors

In addition to the risks described herein, reference is made to the section entitled “Risk Factors” in the AIF, which is incorporated herein by reference. The risks described herein are not the only risks faced by the Company and security holders of the Company. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems immaterial, may also materially and adversely affect its business. The business, financial condition, revenues or profitability of the Company could be materially adversely affected by any of the risks set forth in this MD&A. The trading price of the Common Shares could decline due to any of these risks and investors could lose all

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or part of their investment. This MD&A contains forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by the Company described below and elsewhere in this MD&A. No inference should be drawn, nor should an investor place undue importance on, the risk factors that are included in this MD&A as compared to those included in other documents publicly filed by the Company, as all risk factors are important and should be carefully considered by a potential investor.

Risks Related to the Company’s Business and Industry

Limited Operating History

The Common Shares commenced trading on the Exchange on November 10, 2020 on a post-Reverse Takeover basis and therefore the Company has a limited operating history as a public company. To operate effectively, the Company will be required to continue to implement changes in certain aspects of its business, improve information systems and develop, manage and train management-level and other employees to comply with ongoing public company requirements. Failure to take such actions, or delay in implementation thereof, could adversely affect the business, financial condition, liquidity and results of operations of the Company and, more specifically, could result in regulatory penalties, market criticism or the imposition of cease trade orders in respect of the Common Shares.

The Company will be subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its operating goals. In order for the Company to meet future operating and debt service requirements, it will need to be successful in its growth, marketing and sales efforts. Additionally, where the Company experiences increased production and future sales, its current operational infrastructure may require changes to scale its business efficiently and effectively to keep pace with demand and achieve long-term profitability. If the Company’s products and services are not accepted by new customers, the Company’s operating results may be materially and adversely affected.

Achieving Publicly Announced Milestones

From time to time, the Company may announce the timing of certain events it expects to occur, such as the anticipated timing of results from clinical trials. These statements are forward-looking and are based on the best estimates of management at the time relating to the occurrence of such events. However, the actual timing of such events may differ from what has been publicly disclosed. The timing of events such as initiation or completion of a clinical trial, filing of an application to obtain regulatory approval, or announcement of additional clinical trials for a prescription drug product candidate may ultimately vary from what is publicly disclosed. See “Commercial Scale Product Manufacturing”, “Safety and Efficacy of Products”, “Clinical Testing and Commercializing Product Candidates”, “Completion of Clinical Trials”, and “Nature of Regulatory Approvals” as discussed under this heading “Risk Factors” for further disclosure of risks and events that may affect the timing of certain events the Company may announce.

The Company undertakes no obligation to update or revise any forward-looking information or statements, whether as a result of new information, future events or otherwise, except as otherwise required by-law. Any variation in the timing of previously announced milestones could have a material adverse effect on the Company’s business plan, financial condition or operating results and the trading price of the Common Shares.

Speculative Nature of Investment Risk

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An investment in the securities of the Company carries a high degree of risk and should be considered as a speculative investment. The Company has no history of earnings, limited cash reserves, limited operating history, has not paid dividends, and is unlikely to pay dividends in the immediate or near future.

Early Stage of the Industry and Product Development

Given the early stage of its prescription drug product development, the Company can make no assurance that its research and development programs will result in regulatory approval or commercially viable products. To achieve profitable operations, the Company, alone or with others, must successfully develop, gain regulatory approval for, and market its future products. The Company currently has no products that have been approved by Health Canada, the FDA, the MHRA, the EMA, the Pharmaceutical Drugs Directorate (formerly the Therapeutic Drugs Directorate) (the “PDD”) or any similar regulatory authority. To obtain regulatory approvals for its prescription drug product candidates being developed and to achieve commercial success, clinical trials must demonstrate that the prescription drug product candidates are safe for human use and that they demonstrate efficacy.

Many prescription drug product candidates never reach the stage of clinical testing and even those that do have only a small chance of successfully completing clinical development and gaining regulatory approval. Prescription drug product candidates can fail for a number of reasons, including, but not limited to, being unsafe for human use or due to the failure to provide therapeuticbenefits equal to or better than the current standard of treatment at the time of testing. Unsatisfactory results obtained from a particular study relating to a research and development program may cause the Company or its collaborators to abandon commitments to that program. Positive results of early preclinical research may not be indicative of the results that will be obtained in later stages of preclinical or clinical research. Similarly, positive results from early-stage clinical trials may not be indicative of favourable outcomes in later-stage clinical trials, and the Company can make no assurance that any future studies, if undertaken, will yield favourable results.

The early stage of the Company’s product development makes it particularly uncertain whether any of its product development efforts will prove to be successful and meet applicable regulatory requirements, and whether any of its prescription drug product candidates will receive the requisite regulatory approvals, be capable of being manufactured at a reasonable cost or be successfully marketed. If the Company is successful in developing its current and future prescription drug product candidates into approved products, it will still experience many potential obstacles, which would affect its ability to successfully market and commercialize such approved products, such as the need to develop or obtain manufacturing, marketing and distribution capabilities, price pressures from third-party payors, or proposed changes in health care systems. If the Company is unable to successfully market and commercialize any of its products, its financial condition and results of operations may be materially and adversely affected.

The Company can make no assurance that any future studies, if undertaken, will yield favorable results. Many companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in later-stage clinical trials after achieving positive results in early-stage development, and the Company cannot be certain that it will not face similar setbacks. These setbacks have been caused by, among other things, preclinical findings made while clinical trials were underway or safety or efficacy observations made in clinical trials, including previously unreported adverse events or latent defects in the manufactured drug product or the formulation or stability thereof. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that believed their prescription drug product candidates performed satisfactorily in preclinical studies and clinical trials nonetheless failed to obtain Health Canada, FDA or EMA approval. If the Company fails to produce positive results in future clinical trials and other programs, the development timeline and regulatory approval and commercialization prospects for the Company’s leading prescription drug product candidates, and, correspondingly, its business and financial prospects, would be materially adversely affected.

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Preclinical testing and clinical trials for the Company’s products may not achieve the desired results. The results of preclinical testing and clinical trials are uncertain. Product approvals are subject to a number of contingencies and may not be obtained in the time expected or at all. The Company’s products may not attract a following among patients, retailers and/or providers. The Company expects to face an inherent risk of exposure to product liability claims, regulatory action and litigation if the products it plans to distribute are alleged to have caused loss or injury. There can be no assurance that the Company will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities.

The Company’s business relies on its ability to access, develop, and sell psilocybin,DMT-based compounds and other psychedelic compounds. Psilocybin DMT-based compounds and other psychedelic compounds are controlled substances in many jurisdictions, including in Canada under Schedule III of the Controlled Drugs and Substances Act and in the United States. The Company may face difficulty accessing the public capital markets in Canada as a result of the response of regulators, stock exchanges, and other market participants to the Company’s development and sale of a controlled substance. The Company may also have limited access to traditional banking services, as well as limited access to debt financing from traditional institutional lenders. The medical efficacy of psilocybin, DMT-based compounds and other psychedelic compounds has not been confirmed and requires further study and scientific rigour.

Regulatory Risks and Uncertainties

In Canada, certain psychedelic drugs, including psilocybin, are classified as Schedule III drugs under the CDSA and as such, medical and recreational use is illegal under Canadian federal laws. In the United States, certain psychedelic drugs, including psilocybin, psilocin, DMT, and 5-Methoxy-DMT, are classified as Schedule I drugs under the CSA and the Controlled Substances Import and Export Act and as such, medical and recreational use is illegal under the U.S. federal laws. Anyone wishing to conduct research on substances listed in Schedule I under the CSA must register with the DEA and obtain DEA approval of the research proposal. The EU member states currently classify DMT as a Schedule I substance under the UN 71 and, as such, a licence is required to produce, dispense, import or export any Schedule I substances, but the specific requirements vary from country to country. Currently in the Netherlands, DMT is classified as a List 1 Drug under the Dutch Opium Act and, as such, subject to express authorization being obtained, the production, trade and possession of DMT are prohibited. In the United Kingdom, “Fungus (of any kind) which contains psilocin or an ester of psilocin” is controlled as a Class A drug under the MDA and Schedule 1 drug under the MDR. As psilocybin is a phosphate ester of psilocin, even if it is isolated from psilocin, it will still be treated as a Class A drug under the MDA and as a Schedule 1 drug under the MDR. Schedule 1 drugs can only be lawfully manufactured, produced, possessed and supplied under a controlled drugs domestic licence issued by the UK Home Office.

There is no guarantee that psychedelic drugs or psychedelic inspired drugs will ever be approved as medicines in any jurisdiction in which the Company operates. All activities involving such substances by or on behalf of the Company are conducted in accordance with applicable federal, provincial, state and local laws. Further, all facilities engaged with such substances by or on behalf of the Company do so under current licences and permits issued by appropriate federal, provincial and local governmental agencies. While the Company is focused on programs using psychedelic inspired compounds, the Company does not have any direct or indirect involvement with the illegal selling, production or distribution of any substances in the jurisdictions in which it operates and does not intend to have any such involvement. However, the laws and regulations generally applicable to the industry in which the Company is involved in may change in ways currently unforeseen. Any amendment to or replacement of existing laws or regulations, including the classification or re-classification of the substances the Company is developing or working with, which are matters beyond the Company’s control, may cause the Company’s business, financial condition, results of operations and prospects to be adversely affected or may cause the Company to incur significant costs in complying with such changes or it may be unable to comply therewith. A violation of any applicable laws and regulations of the jurisdictions in which the Company operates could result in significant fines, penalties,

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administrative sanctions, convictions or settlements arising from civil proceedings initiated by either government entities in the jurisdictions in which the Company operates, or private citizens or criminal charges.

The loss of the necessary licences and permits for any of the above scheduled drugs could have an adverse effect on the Company’s operations.

The psychedelic drug industry is a fairly new industry and the Company cannot predict the impact of the ever-evolving compliance regime in respect of this industry. Similarly, the Company cannot predict the time required to secure all appropriate regulatory approvals for future products, or the extent of testing and documentation that may, from time to time, be required by governmental authorities. The impact of compliance regimes, any delays in obtaining, or failure to obtain regulatory approvals may significantly delay or impact the development of markets, its business and products, and sales initiatives and could have a material adverse effect on the business, financial condition and operating results of the Company.

The success of the Company’s business is dependent on the reform of controlled substances laws pertaining to psilocybin. If controlled substances laws are not favourably reformed in Canada, the United States, the Netherlands, the UK, and other global jurisdictions, the commercial opportunity that the Company is pursuing may be highly limited.

The Company makes no medical, treatment or health benefit claims about the Company’s proposed products. The FDA, Health Canada, the EMA or other similar regulatory authorities have not evaluated claims regarding psilocybin, DMT, psilocybin analogues, or other psychedelic compounds. The efficacy of such products have not been confirmed by approved research. There is no assurance that the use of psilocybin, DMT, psilocybin analogues, or other psychedelic compounds can diagnose, treat, cure or prevent any disease or condition. Vigorous scientific research and clinical trials are needed. The Company has not conducted clinical trials for the use of its proposed products. Any references to quality, consistency, efficacy and safety of potential products do not imply that the Company verified such in clinical trials or that the Company will complete such trials. If the Company cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse effect on the Company’s performance and operations.

Risks of Operating in European Countries

The Company is subject to additional risks related to operating in countries in Europe including: (i) differing regulatory requirements in Europe; (ii) unexpected changes in price and exchange controls and other regulatory requirements; (iii) increased difficulties in managing the logistics and transportation of collecting and shipping patient material; (iv) import and export requirements and restrictions; (v) compliance with tax, employment, immigration and labour laws for employees living or traveling abroad; (vi) foreign taxes, including withholding of payroll taxes; (vii) foreign currency fluctuations, which could result in increased operating expenses, and other obligations incident to doing business in another country; (viii) difficulties staffing and managing foreign operations; (ix) potential liability under the Corruption of Foreign Public Officials Act of Canada or comparable foreign regulations; (x) challenges enforcing its contractual and intellectual property rights, especially in those European countries that do not respect and protect intellectual property rights to the same extent as Canada or the United States; (xi) production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and (xii) business interruptions resulting from geo-political actions, including war and terrorism.

These and other risks associated with the Company’s international operations may materially adversely affect its ability to attain or maintain profitable operations.

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“Foreign Private Issuer” Status Under the U.S. Securities Laws

The Company is a “foreign private issuer”, under applicable U.S. federal securities laws, and is, therefore, not subject to the same requirements that are imposed upon U.S. domestic issuers by the Securities and Exchange Commission ("SEC"). Under the Exchange Act, the Company is subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. As a result, the Company does not file the same reports that a U.S. domestic issuer would file with the SEC, although the Company is required to file with or furnish to the SEC the continuous disclosure documents that it is required to file in Canada under Canadian securities laws. In addition, the Company’s officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act. Therefore, the Company’s shareholders may not know on as timely a basis when the Company’s officers, directors and principal shareholders purchase or sell Common Shares, as the reporting periods under the corresponding Canadian insider reporting requirements are longer.

As a foreign private issuer, the Company is exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements. The Company is also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. While the Company complies with the corresponding requirements relating to proxy statements and disclosure of material non-public information under Canadian securities laws, these requirements differ from those under the Exchange Act and Regulation FD and shareholders should not expect to receive the same information at the same time as such information is provided by U.S. domestic companies. In addition, the Company may not be required under the Exchange Act to file annual and quarterly reports with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act.

Plans for Growth

The Company intends to continue to advance its research and development programs and operations over the next 12 to 24 months. This advancement will place a significant strain on the Company’s management systems and resources. The Company may not be able to implement its business strategy in a rapidly evolving market. In particular, the Company may be required to manage multiple relationships with various strategic industry participants and other third parties, which relationships could be strained. Similarly, an increase in the number of third-party relationships the Company has, may lead to management of the Company being unable to manage growth effectively. The occurrence of such events may result in the Company being unable to successfully identify, manage and exploit existing and potential market opportunities.

Limited Products

The Company will be heavily reliant on the production and distribution of psychedelics and related products. If they do not achieve sufficient market acceptance, it will be difficult for the Company to achieve profitability.

The Company’s revenue will be derived almost exclusively from sales of psychedelic pharmaceutical products, and the Company expects that its psychedelic pharmaceutical products will account for substantially all of its revenue for the foreseeable future. If the psychedelic pharmaceutical market declines or psychedelics fail to achieve substantially greater market acceptance than it currently enjoys, the Company will not be able to grow its revenues sufficiently for it to achieve consistent profitability.

Even if products to be distributed by the Company conform to international safety and quality standards, sales could be adversely affected if consumers in target markets lose confidence in the safety, efficacy, and quality of psychedelic pharmaceutical products. Adverse publicity about psychedelic pharmaceutical products that the Company sells may discourage consumers from buying products distributed by the Company.

Limited Marketing and Sales Capabilities

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The Company will, for the immediate future, have limited marketing and sales capabilities, and there can be no assurance that it will be able to develop or acquire these capabilities at the level needed to produce and deliver for sale, through industry partners, its products in sufficient commercial quantities. Further, there can be no assurance that the Company, either on its own or through arrangements with other industry participants, will be able to develop or acquire such capabilities on a cost-effective basis, or at all. Finally, there can be no assurance that the Company’s industry partners will be able to market or sell the Company’s products in compliance with requisite regulatory protocols or on a cost-effective basis. The Company’s dependence upon third parties for the production, and marketing or sale, as applicable, of the Company’s products could have a material adverse effect on the Company’s business, financial condition and results of operations.

No Assurance of Commercial Success

The successful commercialization of the Company’s products will depend on many factors, including, the Company’s ability to establish and maintain working partnerships with industry participants in order to market its products, the Company’s ability to supply a sufficient amount of its products to meet market demand, and the number of competitors within each jurisdiction within which the Company may from time to time be engaged. There can be no assurance that the Company or its industry partners will be successful in their respective efforts to develop and implement, or assist the Company in developing and implementing, a commercialization strategy for the Company’s products.

No Profits or Significant Revenues

The Company has no history upon which to evaluate its performance and future prospects. The Company’s proposed operations are subject to all the business risks associated with new enterprises. These include likely fluctuations in operating results as the Company makes significant investments in research, development and product opportunities, and reacts to developments in its market, including purchasing patterns of customers, and the entry of competitors into the market. The Company will only be able to pay dividends on any shares once its directors determine that it is financially able to do so. The Company cannot make any assurance that it will be profitable in the next three years or generate sufficient revenues to pay dividends to the holders of the Common Shares.

Reliance on Third Parties for Clinical Development Activities

The Company relies and will continue to rely on third parties to conduct a significant portion of its preclinical and clinical development activities. For example, clinical development activities include trial design, regulatory submissions, clinical patient recruitment, clinical trial monitoring, clinical data management and analysis, safety monitoring and project management. If there is any dispute or disruption in its relationship with third parties, or if it is unable to provide quality services in a timely manner and at a feasible cost, the Company’s active development programs will face delays. Further, if any of these third parties fails to perform as the Company expects or if their work fails to meet regulatory requirements, the Company’s testing could be delayed, cancelled or rendered ineffective.

Risks Related to Third Party Relationships

The Company intends to enter into strategic alliances with third parties that the Company believes will complement or augment its proposed business or will have a beneficial impact on the Company. Strategic alliances could present unforeseen integration obstacles or costs, may not enhance the Company’s business, and may involve risks that could adversely affect the Company, including significant amounts of management time that may be diverted from operations in order to pursue and complete such transactions or maintain such strategic alliances. Future strategic alliances could result in the incurrence of additional debt, costs and contingent liabilities, and there can be no

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assurance that future strategic alliances will achieve, or that the Company’s existing strategic alliances will continue to achieve, the expected benefits to the Company’s business or that the Company will be able to consummate future strategic alliances on satisfactory terms, or at all. Any of the foregoing could have a material adverse effect on the Company’s business, financial condition and results of operations.

In addition to the foregoing, the success of the Company’s business will depend, in large part, on the Company’s ability to enter into, and maintain collaborative arrangements with various participants in the psychedelic pharmaceutical industry. There can be no assurance that the Company will be able to enter into collaborative arrangements in the future on acceptable terms, if at all. There can be no assurance that such arrangements will be successful, that the parties with which the Company has or may establish arrangements will adequately or successfully perform their obligations under such arrangements, that potential partners will not compete with the Company by seeking or prioritizing alternate, competitor products. The termination or cancellation of any such collaborative arrangement or the failure of the Company and/or the other parties to these arrangements to fulfill their obligations could have a material adverse effect on the Company’s business, financial condition and results of operations. In addition, disagreements between the Company and any of its industry partners could lead to delays or time consuming and expensive legal proceedings, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

Reliance on Contract Manufacturers

The Company has limited manufacturing experience and relies on contract manufacturing organizations (“CMOs”) to manufacture its prescription drug product candidates for preclinical studies and clinical trials. The Company relies on CMOs for manufacturing, filling, packaging, storing and shipping of drug product in compliance with cGMP regulations applicable to its products. All applicable jurisdictions, including Health Canada, the FDA,the MHRA the EMA,and the PDD, ensure the quality of food, drug products and dietary supplements by carefully monitoring drug manufacturers’ compliance with cGMP regulations. The cGMP regulations for drugs contain minimum requirements for the methods, facilities and controls used in manufacturing, processing and packing of a drug product. There can be no assurances that CMOs will be able to meet the Company’s timetable and requirements. The Company has not contracted with alternate suppliers for drug substance production in the event that the current provider is unable to scale up production, or if it otherwise experiences any other significant problems. If the Company is unable to arrange for alternative third-party manufacturing sources on commercially reasonable terms or in a timely manner, the Company may be delayed in the development of its prescription drug product candidates. Further, CMOs must operate in compliance with cGMP and ensure that their appropriate permits and licences remain in good standing and failure to do so could result in, among other things, the disruption of product supplies. The Company’s dependence upon third parties for the manufacture of its products may adversely affect its profit margins and its ability to develop and deliver products on a timely and competitive basis.

Safety and Efficacy of Products

Before obtaining marketing approval from regulatory authorities for the sale of the Company’s prescription drug product candidates, the Company must conduct preclinical studies in animals and extensive clinical trials in humans to demonstrate the safety and efficacy of the prescription drug product candidates. Clinical testing is expensive and difficult to design and implement, can take many years to complete and has uncertain outcomes. The outcome of preclinical studies and early clinical trials may not predict the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. A number of companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in advanced clinical trials due to lack of efficacy or unacceptable safety profiles, notwithstanding promising results in earlier trials. The Company does not know whether the clinical trials it may conduct will demonstrate adequate efficacy and safety to result in regulatory approval to market any of its prescription drug product candidates in any jurisdiction. A prescription drug product candidate may fail for safety or

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efficacy reasons at any stage of the testing process. A major risk the Company faces is the possibility that none of its prescription drug product candidates under development will successfully gain market approval from Health Canada, the FDA, the MHRA, the EMA,the PDD or other regulatory authorities, resulting in the Company being unable to derive any commercial revenue from them after investing significant amounts of capital in their development.

Clinical trials are conducted in representative samples of the potential patient population which may have significant variability. Clinical trials are by design based on a limited number of subjects and of limited duration for exposure to the product used to determine whether, on a potentially statistically significant basis, the planned safety and efficacy of any such product can be achieved. As with the results of any statistical sampling, the Company cannot be sure that all side effects of its products may be uncovered, and it may be the case that only with a significantly larger number of patients exposed to such product for a longer duration, may a more complete safety profile be identified. Further, even larger clinical trials may not identify rare serious adverse effects, or the duration of such studies may not be sufficient to identify when those events may occur. There have been products that have been approved by the regulatory authorities but for which safety concerns have been uncovered following approval. Such safety concerns have led to labelling changes or withdrawal of such products from the market, and the Company’s products may be subject to similar risks. The Company might have to withdraw or recall its products from the marketplace. The Company may also experience a significant drop in the potential future sales of its products if and when regulatory approvals for such products are obtained, experience harm to its reputation in the marketplace or become subject to lawsuits, including class actions. Any of these results could decrease or prevent any sales of the Company’s products, or substantially increase the costs and expenses of commercializing and marketing its products.

Clinical Testing and Commercializing Products

Before obtaining marketing approval from regulatory authorities for the sale of the Company’s prescription drug product candidates, it must conduct preclinical studies in animals and extensive clinical trials in humans to demonstrate the safety and efficacy of the prescription drug product candidates. Clinical testing is expensive and difficult to design and implement, can take many years to complete and has uncertain outcomes. The outcome of preclinical studies and early clinical trials may not predict the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. A number of companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in advanced clinical trials due to lack of efficacy or unacceptable safety profiles, notwithstanding promising results in earlier trails. The Company does not know whether the clinical trials it may conduct will demonstrate adequate efficacy and safety to result in regulatory approval to market any of its prescription drug product candidates in any jurisdiction. A prescription drug product candidate may fail for safety or efficacy reasons at any stage of the testing process. A major risk the Company faces is the possibility that none of its prescription drug product candidates under development will successfully gain market approval from the FDA, or other regulatory authorities, resulting in the Company being unable to derive any commercial revenue from this business segment after investing significant amounts of capital in its development.

The Company cannot predict whether any clinical trials will begin as planned, will need to be restructured, or will be completed on schedule, or at all. The Company’s product development costs will increase if it experiences delays in clinical testing. Significant clinical trial delays could shorten any periods during which the Company may have the exclusive right to commercialize its prescription drug product candidates or allow its competitors to bring products to market before the Company, which would impair the Company’s ability to successfully commercialize its prescription drug product candidates and may harm its financial condition, results of operations and prospects.

The commencement and completion of clinical trials for the Company’s prescription drug product candidates may be delayed for a number of reasons, including but not limited, to:

•failure by regulatory authorities to grant permission to proceed or placing clinical trials on hold;

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•suspension or termination of clinical trials by regulators for many reasons, including concerns about patient safety or failure of the Company’s CMOs to comply with cGMP requirements or latent defects in product quality;

•any changes to the Company’s manufacturing process that may be necessary or desired, delays or failure to obtain clinical supply from CMOs of the Company’s products necessary to conduct clinical trials;

•prescription drug product candidates demonstrating a lack of safety or efficacy during clinical trials, reports of clinical testing on similar technologies and products raising safety or efficacy concerns;

•clinical investigators not performing the Company’s clinical trials on their anticipated schedule, dropping out of a trial, or employing methods not consistent with the clinical trial protocol, regulatory requirements or other third parties not performing data collection and analysis in a timely or accurate manner;

•failure of the Company’s contract research organizations to satisfy their contractual duties or meet expected deadlines;

•inspections of clinical trial sites by regulatory authorities;

•regulatory authorities or ethics committees finding regulatory violations that require the Company to undertake corrective action, resulting in suspension or termination of one or more sites or the imposition of a clinical hold on the entire study;

•one or more regulatory authorities or ethics committees rejecting, suspending or terminating the study at an investigational site, precluding enrollment of additional subjects, or withdrawing its approval of the trial; or

•failure to reach agreement on acceptable terms with prospective clinical trial sites.

The Company’s product development costs will increase if it experiences delays in testing or approval or if the Company needs to perform more or larger clinical trials than planned. Additionally, changes in regulatory requirements and policies may occur, and the Company may need to amend study protocols to reflect these changes. Amendments may require the Company to resubmit its study protocols to regulatory authorities or ethics committees for re-examination, which may impact the cost, timing or successful completion of that trial. Delays or increased product development costs may have a material adverse effect on the Company’s business, financial condition and prospects.

Prior to commencing clinical trials in Canada, the United States, the UK, the Netherlands, or other jurisdictions, for any prescription drug product candidates developed by the Company, it may be required to have an IND (or equivalent) for each prescription drug product candidate and to file additional INDs prior to initiating any additional clinical trials. The Company believes that the data from its studies will support the filing of additional INDs to enable the Company to undertake additional clinical studies as it has planned. However, submission of an IND (or equivalent) may not result in the FDA (or equivalent authorities) allowing further clinical trials to begin and, once begun, issues may arise that will require the Company to suspend or terminate such clinical trials.

Additionally, even if relevant regulatory authorities agree with the design and implementation of the clinical trials set forth in an IND, these regulatory authorities may change their requirements in the future. Failure to submit or have effective INDs (or equivalent) and commence or continue clinical programs will significantly limit its opportunity to generate revenue.

Completion of Clinical Trials

As the Company’s prescription drug product candidates advance from preclinical testing to clinical testing, and then through progressively larger and more complex clinical trials, the Company will need to enroll an increasing number of patients that meet its eligibility criteria. There is significant competition for recruiting patients in clinical trials, and the Company may be unable to enroll the patients it needs to complete clinical trials on a timely basis or at all. The factors that affect the Company’s ability to enroll patients are largely uncontrollable and include, but are not limited to, the size and nature of the patient population, eligibility and exclusion criteria for the trial, design of the clinical

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trial, competition with other companies for clinical sites or patients, perceived risks and benefits of the prescription drug product candidate, and the number, availability, location and accessibility of clinical trial sites.

Commercial Grade Product Manufacturing

The Company’s prescription drug products will be manufactured in small quantities for preclinical studies and clinical trials by third party manufacturers. In order to commercialize its product, the Company needs to manufacture commercial quality drug supply for use in registration clinical trials. Most, if not all, of the clinical material used in phase III/pivotal/registration studies must be derived from the defined commercial process including scale, manufacturing site, process controls and batch size. If the Company has not scaled up and validated the commercial production of its product prior to the commencement of pivotal clinical trials, it may have to employ a bridging strategy during the trial to demonstrate equivalency of early-stage material to commercial drug product, or potentially delay the initiation or completion of the trial until drug supply is available. The manufacturing of commercial quality product may have long lead times, may be very expensive and requires significant efforts including, but not limited to, scale-up of production to anticipated commercial scale, process characterization and validation, analytical method validation, identification of critical process parameters and product quality attributes, and multiple process performance and validation runs. If the Company does not have commercial drug supply available when needed for pivotal clinical trials, the Company’s regulatory and commercial progress may be delayed, and it may incur increased product development costs. This may have a material adverse effect on the Company’s business, financial condition and prospects, and may delay marketing of the product.

Nature of Regulatory Approvals

The Company’s development and commercialization activities and prescription drug product candidates are significantly regulated by a number of governmental entities, including Health Canada, the FDA, the MHRA, the EMA and the PDD. Regulatory approvals are required prior to each clinical trial and the Company may fail to obtain the necessary approvals to commence or continue clinical testing. The Company must comply with regulations concerning the manufacture, testing, safety, effectiveness, labeling, documentation, advertising, and sale of products and prescription drug product candidates and ultimately must obtain regulatory approval before it can commercialize a prescription drug product candidate. The time required to obtain approval by such regulatory authorities is unpredictable but typically takes many years following the commencement of preclinical studies and clinical trials. Any analysis of data from clinical activities the Company performs is subject to confirmation and interpretation by regulatory authorities, which could delay, limit or prevent regulatory approval. Even if the Company believes results from its sponsored clinical trials are favorable to support the marketing of its prescription drug product candidates, Health Canada, the FDA, the MHRA, the EMA the PDD or other regulatory authorities may disagree. In addition, approval policies, regulations, or the type and amount of clinical data necessary to gain approval may change during the course of a prescription drug product candidate’s clinical development and may vary among jurisdictions.

The Company has not obtained regulatory approval for any prescription drug product candidate and it is possible that none of its existing prescription drug product candidates or any future prescription drug product candidates will ever obtain regulatory approval. The Company could fail to receive regulatory approval for its prescription drug product candidates for many reasons, including, but not limited to failure to demonstrate that a prescription drug product candidate is safe and effective for its proposed indication, failure of clinical trials to meet the level of statistical significance required for approval, failure to demonstrate that a prescription drug product candidate’s clinical and other benefits outweigh its safety risks, or deficiencies in the manufacturing processes or the failure of facilities of CMOs with whom the Company contracts for clinical and commercial supplies to pass a pre-approval inspection.

A regulatory authority may require more information, including additional preclinical or clinical data to support approval, which may delay or prevent approval and the Company’s commercialization plans, or the Company may

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decide to abandon the development program. If the Company were to obtain approval, regulatory authorities may approve any of its prescription drug product candidates for fewer or more limited indications than the Company request, may grant approval contingent on the performance of costly post-marketing clinical trials, or may approve a prescription drug product candidate with a label that does not include the labeling claims necessary or desirable for the successful commercialization of that prescription drug product candidate. Moreover, depending on any safety issues associated with the Company’s prescription drug product candidates that garner approval, Health Canada, the FDA, the MHRA, the EMA,the PDD or other regulatory authorities may impose a risk evaluation and mitigation strategy, thereby imposing certain restrictions on the sale and marketability of such products.

If there are changes in the application of legislation, regulations or regulatory policies, or if problems are discovered with the Company products, or if one of its distributors, licensees or co-marketers fails to comply with regulatory requirements, the regulators could take various actions. These include imposing fines on the Company, imposing restrictions on the Company’s products or its manufacture and requiring the Company to recall or remove its products from the market. The regulators could also suspend or withdraw the Company’s Co-marketing authorizations, requiring it to conduct additional clinical trials, change its labeling or submit additional applications for marketing authorization. If any of these events occurs, the Company’s ability to sell its products may be impaired, and it may incur substantial additional expense to comply with regulatory requirements, which could materially adversely affect its business, financial condition and results of operations.

Market Access and Acceptance

The Company may never have a product that is commercially successful. To date, the Company has no product authorized for marketing. The Company’s future products require further clinical investigation, regulatory review, significant market access and marketing efforts and substantial investment before it can produce any revenue. Furthermore, if approved, the Company’s product may not achieve an adequate level of acceptance by payors, health technology assessment bodies, healthcare professionals, patients and the medical community at large, and the Company may not become profitable. The level of acceptance the Company ultimately achieves may be affected by negative public perceptions and historic media coverage of psychedelic substances. Because of this history, efforts to educate the medical community and third-party payors and health technologies assessment bodies on the benefits of company’s product compounds may require significant resources and may never be successful, which would prevent the Company from generating significant revenue or becoming profitable. Market acceptance of the Company’s future products by healthcare professionals, patients, healthcare payors and health technology assessment bodies will depend on a number of factors, many of which are beyond the Company’s control, including, but not limited to, the following:

• acceptance by healthcare professionals, patients and healthcare payors of each product as safe, effective and cost-effective;

• changes in the standard of care for the targeted indications for any product;

• the strength of sales, marketing and distribution support;

• potential product liability claims;

•the product’s relative convenience, ease of use, ease of administration and other perceived advantages over alternatives;

• the prevalence and severity of adverse events or publicity;

• limitations, precautions or warnings listed in the summary of product characteristics, patient information leaflet, package labeling or instructions for use;

• the cost of treatment with the Company’s product in relation to alternatives;

• the steps that prescribers and dispensers must take, as well as the perceived risks based upon its controlled substance status;

• the ability to manufacture the Company’s product in sufficient quantities and yields with adequate purity;

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•the availability and amount of coverage and reimbursement from healthcare payors, and the willingness of patients to pay out of pocket in the absence of healthcare payor coverage or adequate reimbursement;

• the willingness of the target patient population to try, and of healthcare professionals to prescribe, the product;

•any potential unfavorable publicity, including negative publicity associated with recreational use or abuse of psilocybin, DMT-based compounds and other psychedelic compounds; and

•any restrictions on the use, sale or distribution of the Company’s future products.

If the Company’s future products fail to gain market access and acceptance, this will have a material adverse impact on the Company’s ability to generate revenue to provide a satisfactory, or any, return on the Company’s investments. Even if some products achieve market access and acceptance, the market may prove not to be large enough to allow the Company to generate significant revenue.

The Company must rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources at this early stage of the psychedelic industry. A failure in the demand for the Company’s psychedelic based products to materialize as a result of competition, technological change or other factors could have a material adverse effect on the business, results of operations and financial condition of the Company.

Unfavourable Publicity or Consumer Perception

The Company believes the psychedelic pharmaceutical industry is highly dependent upon consumer perception regarding the safety, efficacy and quality of psychedelic pharmaceutical products. Consumer perception of the Company’s psychedelic pharmaceutical products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of psychedelics. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favourable to the psychedelic pharmaceutical industry or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favourable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for the Company’s psychedelic products and the business, results of operations, financial condition and cash flows of the Company. The Company’s dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, whether or not accurate or with merit, could have a material adverse effect on the Company, the demand for the Company’s psychedelic products, and the business, results of operations, financial condition and cash flows of the Company. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of psychedelic products in general, or the Company’s psychedelic products and services specifically or associating the consumption of psychedelics with illness or other negative effects or events, could have such a material adverse effect. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers’ failure to consume such products legally, appropriately or as directed.

The psychedelic medicine industry is highly dependent upon consumer perception regarding the medical benefits, safety, efficacy and quality of the psychedelic medicine distributed for medical purposes to such consumers. There can be no assurance that future scientific research or findings on the medical benefits, viability, safety, efficacy and dosing of psilocybin, DMT or isolated constituents, regulatory proceedings, litigation, media attention or other research findings or publicity will be favourable to the industry or the Company or any particular product, or consistent with earlier publicity.

Social Media

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There has been a marked increase in the use of social media platforms and similar channels that provide individuals with access to a broad audience of consumers and other interested persons. The availability and impact of information on social media platforms is virtually immediate and many social media platforms publish user-generated content without filters or independent verification as to the accuracy of the content posted. Information posted about the Company may be adverse to the Company’s interests or may be inaccurate, each of which may harm the Company’s business, financial condition and results of operations.

Biotechnology and Pharmaceutical Market Competition

The biotechnology and pharmaceutical industries are intensely competitive and subject to rapid and significant technological change. The Company’s competitors include large, well-established pharmaceutical companies, biotechnology companies, and academic and research institutions developing therapeutics for the same indications the Company is targeting and competitors with existing marketed therapies. Many other companies are developing or commercializing therapies to treat the same diseases or indications for which the Company’s prescription drug product candidates may be useful. Although there are no approved therapies that specifically target opioid addiction, some competitors use therapeutic approaches that may compete directly with the Company’s prescription drug product candidates.

Many of the Company’s competitors have substantially greater financial, technical and human resources than the Company does and have significantly greater experience than the Company in conducting preclinical testing and human clinical trials of product candidates, scaling up manufacturing operations and obtaining regulatory approvals of products. Accordingly, the Company’s competitors may succeed in obtaining regulatory approval for products more rapidly than the Company does. The Company’s ability to compete successfully will largely depend on:

•the efficacy and safety profile of its prescription drug product candidates relative to marketed products and other prescription drug product candidates in development;

•the Company’s ability to develop and maintain a competitive position in the product categories and technologies on which it focuses;

•the time it takes for the Company’s prescription drug product candidates to complete clinical development and receive marketing approval;

•the Company’s ability to obtain required regulatory approvals;

•the Company’s ability to commercialize any of its prescription drug product candidates that receive regulatory approval;

•the Company’s ability to establish, maintain and protect intellectual property rights related to its prescription drug product candidates; and

•acceptance of any of the Company’s prescription drug product candidates that receive regulatory approval by physicians and other healthcare providers and payers.

Competitors have developed and may develop technologies that could be the basis for products that challenge the discovery research capabilities of prescription drug product candidates the Company is developing. Some of those products may have an entirely different approach or means of accomplishing the same desired therapeutic effect than the Company’s prescription drug product candidates and may be more effective or less costly than its prescription drug product candidates. The success of the Company’s competitors and their products and technologies relative to the Company’s technological capabilities and competitiveness could have a material adverse effect on the future preclinical studies and clinical trials of the Company’s prescription drug product candidates, including its ability to obtain the necessary regulatory approvals for the conduct of such clinical trials. This may further negatively impact the Company’s ability to generate future product development programs using psychedelic based compounds.

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If the Company is not able to compete effectively against its current and future competitors, the Company’s business will not grow, and its financial condition and operations will substantially suffer.

Further, there can be no assurance that potential competitors of the Company, which may have greater financial, cultivation, production, sales and marketing experience, and personnel and resources than the Company, are not currently developing, or will not in the future develop, products and strategies that are equally or more effective and/or economical as any products or strategies developed by the Company or which would otherwise render the Company’s business, products and strategies, as applicable, ineffective, or obsolete. Increased competition by larger and better financed competitors could materially and adversely affect the business, financial condition and results of operations of the Company.

Reliance on Key Executives and Scientists

The loss of key members of the Company’s staff, could harm the Company. The Company does not have employment agreements with all members of its staff, although such employment agreements do not guarantee their retention. The Company also depends on its scientific and clinical collaborators and advisors, all of whom have outside commitments that may limit their availability to the Company. In addition, the Company believes that its future success will depend in large part upon its ability to attract and retain highly skilled scientific, managerial, medical, manufacturing, clinical and regulatory personnel, particularly as the Company expands its activities and seeks regulatory approvals for clinical trials. The Company enters into agreements with its scientific and clinical collaborators and advisors, key opinion leaders and academic partners in the ordinary course of its business. Should key academic and scientific personnel including employees or collaborative partners who work on the development of the Company’s research activities leave, the Company’s current and future development programs may be delayed or adversely affected. Notwithstanding these arrangements, the Company faces significant competition for these types of personnel from other companies, research and academic institutions, government entities and other organizations. The Company cannot predict its success in hiring or retaining the personnel it requires for continued growth. In addition, due to limited financial resources, the Company may not be able to successfully expand its operations due to challenges in recruiting and training qualified new staff. Expansion of personnel may result in significant diversion of management time and resources. The loss of the services of any of the Company’s executive officers or other key personnel could potentially harm its business, operating results or financial condition.

Employee Misconduct

Notwithstanding having established an insider trading policy and code of ethics and business conduct (see the AIF for further details), the Company is exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include failures to comply with Health Canada, the FDA the MHRA the EMA the PDD, and other comparable international authorities’ regulations, provide accurate information to Health Canada, the FDA the MHRA, the EMA, and/or the PDD provide accurate information to Health Canada, the FDA, the MHRA, the EMA and the PDD, comply with manufacturing standards the Company has established, comply with federal and provincial healthcare fraud and abuse laws and regulations, report financial information or data accurately or disclose unauthorized activities to the Company. In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, kickbacks, self-dealing, and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Employee misconduct could also involve the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to the Company’s reputation. If any such actions are instituted against the Company, and the Company is not successful in defending itself or asserting its rights, those actions could have a substantial impact on the Company’s business and results of operations, including the imposition of substantial fines or other sanctions.

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Business Expansion and Growth

The Company may in the future seek to expand its pipeline and capabilities by acquiring one or more companies or businesses, entering into collaborations, or in-licensing one or more prescription drug product candidates. Acquisitions, collaborations and in-licences involve numerous risks, including, but not limited to substantial cash expenditures, technology development risks, potentially dilutive issuances of equity securities, incurrence of debt and contingent liabilities, some of which may be difficult or impossible to identify at the time of acquisition, difficulties in assimilating the operations of the acquired companies, entering markets in which the Company has limited or no direct experience, and potential loss of the Company’s key employees or key employees of the acquired companies or businesses.

The Company has experience in making acquisitions, entering collaborations and in-licensing prescription drug product candidates; however, the Company cannot provide assurance that any acquisition, collaboration or in-licence will result in short-term or long-term benefits to it. The Company may incorrectly judge the value or worth of an acquired company or business or in-licensed prescription drug product candidate. In addition, the Company’s future success would depend in part on its ability to manage the rapid growth associated with some of these acquisitions, collaborations and in-licences. The Company cannot provide assurance that it would be able to successfully combine its business with that of acquired businesses, manage a collaboration or integrate in-licensed prescription drug product candidates. Furthermore, the development or expansion of the Company’s business may require a substantial capital investment by the Company.

Negative Results of External Clinical Trials or Studies

From time to time, studies or clinical trials on various aspects of biopharmaceutical products are conducted by academic researchers, competitors or others. The results of these studies or trials, when published, may have a significant effect on the market for the biopharmaceutical product that is the subject of the study. The publication of negative results of studies or clinical trials or adverse safety events related to the Company’s prescription drug product candidates, or the therapeutic areas in which the Company’s prescription drug product candidates compete, could adversely affect its share price and the Company’s ability to finance future development of its prescription drug product candidates, and its business and financial results could be materially and adversely affected.

Product Liability

The Company currently does not carry any product liability insurance coverage. Even though the Company is not aware of any product liability claims at this time, its business exposes itself to potential product liability, recalls and other liability risks that are inherent in the sale of consumer products. The Company can provide no assurance that such potential claims will not be asserted against it. A successful liability claim or series of claims brought against the Company could have a material adverse effect on its business, financial condition and results of operations.

Although the Company intends to obtain adequate product liability insurance, it cannot provide any assurances that it will be able to obtain or maintain adequate product liability insurance of on acceptable terms, if at all, or that such insurance will provide adequate coverage against potential liabilities. Claims or losses in excess of any product liability cover that may be obtained by the Company could have a material adverse effect on its business, financial conditional and results of operations.

Some of the Company’s agreements with third parties might require it to maintain product liability insurance. If the Company cannot obtain acceptable amounts of coverage on commercially reasonable terms in accordance with the terms set forth in these agreements, the corresponding agreements would be subject to termination, which could have a material adverse impact on its operations.

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Enforcing Contracts

Due to the nature of the business of the Company and the fact that certain of its contracts involve psilocybin, the use of which is not legal under Canadian or U.S. federal law and in certain other jurisdictions, the Company may face difficulties in enforcing its contracts in Canadian or U.S. federal and state courts. The inability to enforce any of its contracts could have a material adverse effect on its business, operating results, financial condition or prospects.

In order to manage its contracts with contractors, the Company will ensure that such contractors are appropriately licensed. Were such contractors to operate outside the terms of these licences, the Company may experience an adverse effect on its business, including the pace of development of its product.

Product and Material Recalls

Manufacturers, producers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety storage deficiencies and inadequate or inaccurate labelling disclosure. If any of the Company’s products are recalled due to an alleged product defect or for any other reason, the Company could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. Company may have to recall material being used in a clinical trial resulting in delays to the trial and additional manufacturing expenses, if further drug product is required. If the product is already commercialized, the Company may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention.

Although the Company’s suppliers have detailed procedures in place for testing its products, there can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if the Company is subject to recall, the image of the Company could be harmed. A recall for any of the foregoing reasons could lead to decreased demand for the Company’s products and could have a material adverse effect on the results of operations and financial condition of the Company. Additionally, product recalls may lead to increased scrutiny of the Company’s operations by regulatory agencies, requiring further management attention, potential loss of applicable licences and potential legal fees and other expenses.

Distribution and Supply Chain Interruption

The Company is susceptible to risks relating to distributor and supply chain interruptions. Distribution in the U.S., Canada the EU, the UK and other jurisdictions will be largely accomplished through independent contractors, therefore, an interruption (e.g., a labour strike) for any length of time affecting such independent contractors may have a significant impact on the Company’s ability to sell or manufacture its products. Supply chain interruptions, including a production or inventory disruption, could impact product quality and availability. Inherent to producing products is a potential for shortages or surpluses in future years if demand and supply are materially different from long-term forecasts. The Company monitors category trends and regularly reviews maturing inventory levels.

Difficulty to Forecast

The Company must rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources at this early stage of the psychedelic pharmaceutical industry. A failure in the demand for the Company’s psychedelic pharmaceutical industry products to materialize as a result of competition, technological change or other factors could have a material adverse effect on the business, results of operations and financial condition of the Company.

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Promoting the Brand

Promoting the Company’s brand will be critical to creating and expanding a customer base. Promoting the brand will depend largely on the Company’s ability to provide psychedelic pharmaceutical products to the market. Further, the Company may, in the future, introduce new products or services that its customers do not like, which may negatively affect the brand and reputation. If the Company fails to successfully promote its brand or if it incurs excessive expenses in this effort, its business and financial results from operations could be materially adversely affected.

If there are changes in the applicable regulatory framework governing the promotion, branding and marketing of the Company’s products, the Company’s ability to promote and sell its products may be impaired, and it may incur substantial additional expense to comply with regulatory requirements, which could materially adversely affect its business, financial condition and results of operations.

Product Viability

If the Company’s psychedelic pharmaceutical products are not perceived to have the effects intended by the end user, the Company’s business may suffer. In general, psychedelic pharmaceutical products have minimal long-term data with respect to efficacy, unknown side effects and/or interaction with individual human biochemistry or other supplements or medications. As a result, the Company’s psychedelic pharmaceutical products could have certain side effects if not used as directed or if taken by an end user that has certain known or unknown medical conditions.

Success of Quality Control Systems

The quality and safety of the Company’s products are critical to the success of its business and operations. As such, it is imperative that the Company (and its service providers’) quality control systems operate effectively and successfully. Quality control systems can be negatively impacted by the design of the quality control systems, the quality of training programs and adherence by employees to quality control guidelines. Any significant failure or deterioration of such quality control systems could have a material adverse effect on the Company’s business and operating results.

Reliance on Key Inputs

The Company’s business is expected to be dependent on a number of key inputs and their related costs including raw materials and supplies. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could materially impact the business, financial condition and operating results of the Company. Any inability to secure required supplies and services or to do so on appropriate terms could have a materially adverse impact on the business, financial condition and operating results of the Company.

Liability Arising from Fraudulent or Illegal Activity

The Company is exposed to the risk that its employees, independent contractors, consultants, service providers and licensors may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional undertakings of unauthorized activities, or reckless or negligent undertakings of authorized activities, in each case on the Company’s behalf or in its service that violate (i) various laws and regulations, including healthcare laws and regulations, (ii) laws that require the true, complete and accurate reporting of financial information or data, (iii) the terms of the Company’s agreements with third parties. Such misconduct could expose the Company to, among other things, class actions and other litigation, increased regulatory inspections and related sanctions, and lost sales and revenue or reputational damage.

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The precautions taken by the Company to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting the Company from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. Such misconduct may result in legal action, significant fines or other sanctions and could result in loss of any regulatory licence held by the Company at such time. The Company may be subject to security breaches at its facilities or in respect of electronic document or data storage, which could lead to breaches of applicable privacy laws and associated sanctions or civil or criminal penalties; events, including those beyond the control of the Company, may damage its operations. In addition, these events may negatively affect customers’ demand for the Company’s products. Such events include, but are not limited to, non-performance by third party contractors; increases in materials or labour costs; breakdown or failure of equipment; failure of quality control processes; contractor or operator errors; and major incidents and/or catastrophic events such as fires, explosions, earthquakes or storms. As a result, there is a risk that the Company may not have the capacity to meet customer demand or to meet future demand when it arises. Failure to comply with health and safety laws and regulations may result in additional costs for corrective measures, penalties or in restrictions on the Company’s manufacturing operations.

Operating Risk and Insurance Coverage

The Company has directors and officers insurance to protect its assets, operations and employees. The Company’s insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which the Company is expected to be exposed. In addition, no assurance can be given that such insurance will be adequate to cover the Company’s liabilities or will be generally available in the future, or if available, that premiums will be commercially justifiable. If the Company were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if the Company were to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be materially adversely affected.

Costs of Operating as Public Company

As a public company, the Company will incur significant legal, accounting and other expenses. As a public company, the Company is subject to various securities rules and regulations, which impose various requirements on the Company, including the requirement to establish and maintain effective disclosure and financial controls and corporate governance practices. The Company’s management and other personnel need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase the Company’s legal and financial compliance costs and make some activities more time-consuming and costly.

Management of Growth

The Company may be subject to growth-related risks, including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Company to deal with this growth may have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.

Conflicts of Interest

The Company may be subject to various potential conflicts of interest because of the fact that some of its officers and directors may be engaged in a range of business activities. The Company’s executive officers and directors may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Company. In some cases, the Company’s executive officers and directors may have fiduciary

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obligations associated with these business interests that interfere with their ability to devote time to the Company’s business and affairs and that could adversely affect the Company’s operations. These outside business interests could require significant time and attention of the Company’s executive officers and directors.

In addition, the Company may also become involved in other transactions which conflict with the interests of its directors and the officers who may from time-to-time deal with persons, firms, institutions or companies with which the Company may be dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with those of the Company, and from time to time, these persons may be competing with the Company for available investment opportunities.

Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the Board is required to act honestly, in good faith and in the best interests of the Company.

Foreign Operations

In addition to operations carried out in Canada and the UK, the Company intends to carry out international operations through an office in Ireland. As a result, the Company may be subject to political, economic and other uncertainties, including, but not limited to, additional implications that may have a material impact on the Company’s ability to operate in other jurisdictions including:

•differences in the regulatory requirements for drug approvals;

•differing requirements for securing, maintaining or obtaining freedom to operate;

•the potential for reduced protection for intellectual property rights;

• challenges with compliance to different regulations and court systems of multiple jurisdictions and

•compliance with a wide variety of foreign laws, treaties and regulations;

• differing reimbursement regimes and price controls in certain international markets;

• differing labor relations that create challenges with staffing and managing international operations; and

• impacts on manufacturing capabilities leading to production shortages.

The Company’s international operations may also be adversely affected by laws and policies of Canada affecting foreign trade, taxation and investment. In the event of a dispute arising in connection with its foreign operations, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada or enforcing Canadian judgments in foreign jurisdictions.

Similarly, to the extent that the Company’s assets are located outside of Canada, investors may have difficulty collecting from the Company any judgments obtained in the Canadian courts and predicated on the civil liability provisions of securities laws. Consequently, investors may be effectively prevented from pursuing remedies against the Company under Canadian securities laws or otherwise. The Company may also be hindered or prevented from enforcing its rights with respect to a governmental entity or instrumentality because of the doctrine of sovereign immunity.

Exchange Rate Fluctuations

Due to the international scope of the Company’s current and future operations, the Company’s assets, future earnings and cash flows may be influenced by movements in exchange rates of several currencies, particularly the British Pound, the U.S. dollar, Canadian Dollar and the Euro. The Company’s reporting currency is denominated in Canadian dollars and the Company’s functional currency is the Canadian dollar and the majority of the Company’s operating

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expenses are paid in Canadian dollars. The Company may also regularly acquire services, consumables and materials in British Pounds, U.S. dollars, Canadian dollars and other currencies. Further, future revenue may be derived from abroad. As a result, the Company’s business and the price of the Company’s products may be affected by fluctuations in foreign exchange rates between the British Pound, the U.S. dollar, the Canadian dollar and other currencies, which may also have a significant impact on the Company’s results of operations and cash flows from period to period. Currently, the Company does not have any exchange rate hedging arrangements in place.

Cybersecurity and Privacy Risk

The Company’s information systems and any third-party service providers and vendors are vulnerable to an increasing threat of continually evolving cybersecurity risks. These risks may take the form of malware, computer viruses, cyber threats, extortion, employee error, malfeasance, system errors or other types of risks, and may occur from inside or outside of the respective organizations. Cybersecurity risk is increasingly difficult to identify and quantify and cannot be fully mitigated because of the rapidly evolving nature of the threats, targets and consequences. Additionally, unauthorized parties may attempt to gain access to these systems through fraud or other means of deceiving third-party service providers, employees or vendors. The Company’s operations depend, in part, on how well networks, equipment, IT systems and software are protected against damage from a number of threats. These operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. However, if the Company is unable or delayed in maintaining, upgrading or replacing IT systems and software, the risk of a cybersecurity incident could materially increase. Any of these and other events could result in information system failures, delays and/or increases in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations.

The Company may collect and store certain personal information about customers and are responsible for protecting such information from privacy breaches. A privacy breach may occur through procedural or process failure, information technology malfunction, or deliberate unauthorized intrusions. In addition, theft of data is an ongoing risk whether perpetrated via employee collusion or negligence or through deliberate cyber-attack. Any such privacy breach or theft could have a material adverse effect on the Company’s business, financial condition and results of operations.

In addition, there are a number of laws protecting the confidentiality of certain patient health information, including patient records, and restricting the use and disclosure of that protected information. In particular, the privacy rules under the Personal Information Protection and Electronics Documents Act (Canada) (“PIPEDA”) and where applicable, provincial legislation governing personal health information, protect medical records and other personal health information by limiting their use and disclosure of health information to the minimum level reasonably necessary to accomplish the intended purpose. If the Company were found to be in violation of the privacy or security rules under PIPEDA or other laws protecting the confidentiality of medical patients health information, the Company could be subject to sanctions and civil or criminal penalties, which could increase its liabilities, harm its reputation and have a material adverse effect on the Company’s business, financial condition and results of operations.

Environmental Regulation and Risks

The Company’s operations are subject to environmental regulations that mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which could include stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations.

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Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. The Company may be required to compensate those suffering loss or damage by reason of its operations and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing psychedelics and related products, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in expenses, capital expenditures or production costs or reduction in levels of production or require abandonment or delays in development.

Decriminalization of Psychedelics

Despite the current status of many psychotropic substances as a Schedule II and Schedule I controlled substances in the United States and Canada, respectively, there may be changes in the status of some of these substances under the laws of certain jurisdictions. Possession of psilocybin, for example, was voted to be decriminalized in May 2019 in Denver and in November 2020, voters in Oregon approved the legal medical use of “psilocybin products,” including magic mushrooms, to treat mental health conditions in licensed facilities with registered therapists (Measure 109). The legalization of psychedelics with inadequate regulatory oversight may lead to the development of psychotropic tourism in such states in clinics without proper therapeutic infrastructure or adequate clinical research. The expansion of such an industry which could put patients at risk may bring reputational and regulatory risk to the entire industry, leading to challenges for the Company to achieve regulatory approval. The legalization of psilocybin, DMT,and potentially other psychotropic compounds in the future may also impact commercial sales for the Company due to a reduced barrier to entry leading to a risk of increasing competition.

Forward-looking statements may prove to be inaccurate

Investors should not place undue reliance on forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, of both general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

Effects of Inflation

Global markets have experienced increased rates of inflation. Inflation itself, as well as certain governmental efforts to combat inflation, may have significant negative effects on any economy which the Company does business. Past governmental efforts to curb inflation have involved certain drastic economic measures, which had a materially adverse impact on the level of economic activity in these countries. Any future economic measures to curb inflation could be expected to have similar adverse effects on the level of economic activity in the market which the Company does business and, in turn, on the operations of the Company.

Political and Economic Conditions

Political and economic conditions directly affect the Company’s business and can result in a material adverse effect on the Company. Macroeconomic policies imposed by foreign governments could have significant impact on the Company. As certain global markets experience increased inflation, certain government actions to control inflation may have significant impact on the Company.

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The Company cannot control or predict foreign government implementation of changes to existing policies that may impact the Company’s operations in foreign markets and, consequently, its business. The Company’s business, operating results and financial condition and prospects, as well as the market price of its securities, may be adversely affected by changes in government public policies, whether federal, state or local, that affect, without limitation:

•inflation;

•fluctuations in exchange rates;

•exchange controls and restrictions on remittances abroad;

•interest rates and monetary policies;

•import and export controls;

•liquidity of domestic capital, credit and financial markets;

•expansion or contraction of foreign economies, as measured by rates of growth in gross domestic product;

•fiscal policies; and

•other political, social and economic developments in or affecting foreign markets.

Government policies and measures to combat inflation, along with public speculation about such policies and measures, have often had adverse effects on global economies, have contributed to economic uncertainty and may increase volatility in foreign securities markets. Government action to control inflation may involve actions such as price and salary controls, currency devaluations, capital limitations, limits on imports and other actions which could significantly impact the operations of the Company.

Other policies and measures adopted by governments, include interest rate adjustments, intervention in the currency markets or actions to adjust or fix the value of the local currency may adversely affect the target market’s economy, the Company’s business and results of operations.

Uncertainty over whether federal governments will implement reforms or changes in policy or regulation affecting these or other factors in the future may affect economic performance and contribute to economic uncertainty in markets that the Company operates or relies on, which may in turn have adverse effects on the Company’s operations in the market and consequently on the results of its operations.

Application and Interpretation of Tax Laws

The Company is subject to direct and indirect taxes in various foreign jurisdictions. The amount of tax that the Company pays, directly or indirectly, is subject to the interpretation of applicable tax laws in the jurisdictions of operations in which the Company has interests. The Company has taken and will continue to take tax positions based on the application and interpretation of tax laws, but tax accounting often involves complex matters and judgment is required in determining the Company’s foreign provisions for taxes and other tax liabilities. There can be no assurance that a taxing authority will not have a different interpretation of the law and assess the Company, or the operations in which the Company has interests, with additional taxes. Further, the Company’s future effective tax rates could be impacted by changes in tax laws or regulations, and changing interpretation of existing laws or regulations. Both domestic and international tax laws, and interpretation of the tax laws, are subject to change as a result of changes in fiscal policy, changes in legislation, evolution of regulation and court rulings. The application of these tax laws and related regulations is subject to legal and factual interpretation, judgment and uncertainty.

Enforcement of Civil Liabilities

Certain of the Company’s subsidiaries and assets are located outside of Canada. Accordingly, it may be difficult for investors to enforce within Canada any judgments obtained against the Company, including judgments predicated

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upon the civil liability provisions of applicable Canadian securities laws or otherwise. Consequently, investors may be effectively prevented from pursuing remedies against the Company under Canadian securities laws or otherwise.

The Company has subsidiaries incorporated in the United States and Ireland. It may not be possible for shareholders to effect service of process outside of Canada against the directors and officers of the Company who are not resident in Canada. In the event a judgment is obtained in a Canadian court against one or more of such persons for violations of Canadian securities laws or otherwise, it may not be possible to enforce such judgment against persons not resident in Canada. Additionally, it may be difficult for an investor, or any other person or entity, to assert Canadian securities law or other claims in original actions instituted in the United States and Ireland. Courts in such jurisdictions may refuse to hear a claim based on a violation of Canadian securities laws or otherwise on the grounds that such jurisdiction is not the most appropriate forum to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the local law, and not Canadian law, is applicable to the claim. If Canadian law is found to be applicable, the content of applicable Canadian law must be proven as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by foreign law.

Pandemics, Epidemics and Other Health Risks

Pandemics, epidemics and other health risks could have an adverse effect on the Company’s business. Pandemics, epidemics and other health risks could occur, which could adversely affect the Company’s ability to conduct its operations as currently conducted, or the ability of suppliers to provide the Company with products and services needed to operate the business.

Pandemics, epidemics and other health risks could have an adverse effect on the economy and financial markets, resulting in a decline of commercial activity. Any of these events could have an adverse effect on the Company’s business and financial performance.

Risks Related to Intellectual Property

Trademark Protection

Failure to register trademarks for the Company or its products could require the Company to rebrand its products resulting in a material adverse impact on its business.

Trade Secrets

The Company relies on third parties to develop its products and, as a result, must share trade secrets with them. The Company seeks to protect its proprietary technology in part by entering into confidentiality agreements and, if applicable, material transfer agreements, collaborative research agreements, consulting agreements or other similar agreements with its collaborators, advisors, employees and consultants prior to beginning research or disclosing proprietary information. These agreements typically restrict the ability of the Company’s collaborators, advisors, employees and consultants to publish data potentially relating to its trade secrets. Its academic and clinical collaborators typically have rights to publish data, provided that the Company is notified in advance and may delay publication for a specified time in order to secure any intellectual property rights arising from the collaboration. In other cases, publication rights are controlled exclusively by the Company, although in some cases the Company may share these rights with other parties. The Company may also conduct joint research and development programs which may require it to share trade secrets under the terms of research and development collaboration or similar agreements. Despite the Company’s efforts to protect its trade secrets, the Company’s competitors may discover its trade secrets, either through breach of these agreements, independent development or publication of information. A competitor’s discovery of the Company’s trade secrets may impair its competitive position and could have a material adverse effect on its business and financial condition.

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Patent Law Reform

The Company’s commercial success depends in part on obtaining and maintaining patents and other forms of intellectual property rights for its current and future therapeutic candidates and associated therapies, digital therapies, methods used to manufacture the underlying therapeutic substances, and the methods for treating patients using those substances and therapies, or on licensing in such rights. Failure to obtain, maintain, protect, enforce or extend adequate patent and other intellectual property rights could materially adversely affect the Company’s ability to develop and market its current and future therapeutic candidates. The Company also relies on trade secrets and know-how to develop and maintain its proprietary and intellectual property position. Any failure to protect its trade secrets and know-how could adversely affect the Company’s operations and prospects.

The Company cannot be certain that patents will be issued or granted with respect to patent applications that are currently pending, or that issued or granted patents will not later be found to be invalid or unenforceable. The patent position of companies like the Company is generally uncertain because it involves complex legal and factual considerations. The standards applied by the UK Intellectual Property Office, the European Patent Office, the USPTO, the Canadian Intellectual Property Office (the “CIPO”) and foreign patent offices in granting patents are not always applied uniformly or predictably. For example, there is no uniform worldwide policy regarding patentable subject matter or the scope of claims allowable in pharmaceutical patents. Consequently, patents may not issue from the Company’s pending patent applications, and even if they do issue, such patents may not issue in a form that effectively prevents others from developing or commercializing competing therapies. As such, the Company does not know the degree of future protection that it will have on its proprietary therapies.

The patent prosecution process is expensive, complex and time-consuming, and the Company, its current or future third-party partners, licensors, licensees, or collaboration partners may not be able to prepare, file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that the Company or its licensors, licensees or collaboration partners will fail to identify patentable aspects of inventions made in the course of research, development or commercialization activities before it is too late to pursue patent protection on them. In addition, although the Company enters into non-disclosure and confidentiality agreements with parties who have access to confidential or patentable aspects of its R&D output, such as its employees, corporate collaborators, outside scientific collaborators, contract manufacturers, consultants, advisors, and other third parties, any of these parties may breach the agreements and disclose such output before a patent application is filed, thereby jeopardizing the Company’s ability to seek patent protection. Furthermore, publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the UK and other jurisdictions are typically not published until 18 months after filing, or in some cases not published until and unless granted. Therefore, the Company cannot be certain that it is the first to make the inventions claimed in its patents or pending patent applications, or that it was the first to file for patent protection of such inventions. Similarly, the Company cannot be certain that for any licensed patents or pending patent applications, the named applicant(s) were the first to make the inventions claimed in such patents or pending patent applications or that the named applicant(s) were the first to file for patent protection for such inventions.

Further, the issuance, scope, validity, enforceability and commercial value of the Company’s and its current or future licensors’, licensees’ or collaboration partners’ patent rights are highly uncertain. The Company and any potential licensors’ pending and future patent applications may not result in patents being issued that protect the Company’s therapies, in whole or in part, or that effectively prevent others from commercializing competitive technologies and therapies.

Moreover, in some circumstances, the Company may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain such patents, should the Company’s license technology from or to third parties and would be reliant on its licensors, licensees or collaboration partners. If the Company engages with licensors, licensees or collaboration partners and they fail to establish, maintain or protect such patents and other intellectual property rights, such rights may be reduced or eliminated. If such licensors, licensees or collaboration

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partners were not fully cooperative or disagree with the Company as to the prosecution, maintenance or enforcement of any patent rights, such patent rights could be compromised.

The patent examination process may require the Company or its licensors, licensees or collaboration partners to narrow the scope of the claims of the Company or the Company’s licensors’, licensees’ or collaboration partners’ pending and future patent applications, which may limit the scope of patent protection that may be obtained. The Company cannot guarantee that all of the potentially relevant prior art relating to its patents and patent applications has been found. If such prior art exists, it can invalidate a patent or prevent a patent from issuing from a pending patent application.

The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and the Company’s patents may be challenged in the courts or patent offices in the UK and abroad. Even if patents do successfully issue and even if such patents cover the Company’s current and future therapeutic candidates, third parties may initiate an opposition, interference, re-examination, post-grant review, inter parties review, nullification or derivation proceedings in court or before patent offices, or similar proceedings challenging the validity, enforceability or scope of such patents, which may result in the patent claims being narrowed or invalidated.

The Company and the Company’s licensors’, licensees’ or collaboration partners’ patent applications cannot be enforced against third parties practicing the technology claimed in such applications unless and until a patent issues from such applications, and then only to the extent the issued claims cover the technology. In addition, patents and other intellectual property rights also will not protect the Company’s current and any future therapeutic candidates if third parties, including the Company’s competitors, design around the Company’s protected technology and the Company’s current and any future therapeutic candidates without infringing, misappropriating or otherwise violating the Company’s patents or other intellectual property rights. Moreover, some of the Company’s patents and patent applications may in the future be co-owned with third parties. If the Company is unable to obtain an exclusive license to any such third-party co-owners’ interest in such patents or patent applications, such co-owners may be able to license their rights to other third parties, including the Company’s competitors, and the Company’s competitors could market competing therapies and technology. In addition, the Company may need the cooperation of any such co-owners of its patents in order to enforce such patents against third parties, and such cooperation may not be provided. Any of the foregoing could have a material adverse effect on the Company’s competitive position, business, financial conditions, results of operations, and prospects.

Because patent applications are confidential for a period of time after filing, and some remain so until issued, the Company cannot be certain that the Company or its current or future licensors, licensees or collaborators were or will be the first to file any patent application related to a therapeutic candidate. Even where the Company has a valid and enforceable patent, it may not be able to exclude others from practicing the Company’s invention where the other party can show that they used the invention in commerce before the Company’s filing date or the other party benefits from a compulsory license. In addition, the Company may be subject to third-party challenges regarding the Company’s exclusive ownership of the Company’s intellectual property. If a third party were successful in challenging the Company’s exclusive ownership of any of the Company’s intellectual property, the Company may lose its right to use such intellectual property, such third party may be able to license such intellectual property to other third parties, including the Company’s competitors, and the Company’s competitors could market competing therapies and technology. Any of the foregoing could have a material adverse effect on the Company’s competitive position, business, financial conditions, results of operations, and prospects.

As is the case with other biotechnology and pharmaceutical companies, the Company’s success is heavily dependent on intellectual property rights, particularly patents. Obtaining and enforcing patents in the biopharmaceutical industry is a technologically and legally complex process, and obtaining and enforcing biopharmaceutical patents is costly, time consuming and inherently uncertain. Recent patent reform legislation could increase the uncertainties and costs surrounding the prosecution of the Company’s and its licensors’ or collaborators’ patent applications and the enforcement or defense of the Company or its licensors’ or collaborators’ issued patents.

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Patent Litigation and Intellectual Property

The Company has filed a number of provisional patent applications but even if regular patent applications are filed claiming priority to one or more of the provisional patent applications, there can be no assurance that any or all of these patent applications will issue into a valid patent. Such failure to issue could have a material adverse effect on the Company. In the event that a patent issued to the Company is challenged, any of the Company’s patents may be invalidated. The Company could also become involved in interference or impeachment proceedings in connection with one or more of its patents or patent applications to determine priority of invention.

Patent litigation is widespread in the pharmaceutical industry and the Company cannot predict how this will affect its efforts to form strategic alliances, conduct clinical testing, or manufacture and market any of its prescription drug product candidates that it may successfully develop. If the Company becomes involved in any litigation, interference, impeachment or other administrative proceedings, it will likely incur substantial expenses and the efforts of its technical and management personnel will be significantly diverted. The Company cannot make any assurances that it will have the financial or other resources necessary to enforce or defend a patent infringement or proprietary rights violation action. Moreover, if the Company’s products infringe patents, trademarks or proprietary rights of others, it could, in certain circumstances, become liable for substantial damages, which also could have a material adverse effect on the business of the Company, its financial condition and results of operation. Patent litigation is less likely during development as many jurisdictions contain exemptions from patent infringement for the purpose of obtaining regulatory approval of a product. Where there is any sharing of patent rights either through co-ownership or different licensed “fields of use”, one owner’s actions could lead to the invalidity of the entire patent. If the Company is unable to avoid infringing the patent rights of others, the Company may be required to seek a licence, defend an infringement action or challenge the validity of the patents in court. Such results could have a material adverse effect on the Company. Regardless of the outcome, patent litigation is costly and time consuming. In some cases, the Company may not have sufficient resources to bring these actions to a successful conclusion, and, even if the Company is successful in these proceedings, it may incur substantial costs and divert management time and attention in pursuing these proceedings, which could have a material adverse effect on the Company.

Any infringement or misappropriation of the Company’s intellectual property could damage its value and limit its ability to compete. In addition, the Company’s ability to enforce and protect its intellectual property rights may be limited in certain countries outside the U.S., which could make it easier for competitors to capture market position in such countries by utilizing technologies that are similar to those developed or licensed by the Company. Competitors may also harm the Company’s sales by designing products that mirror the capabilities of its products or technology without infringing on its intellectual property rights. If the Company does not obtain sufficient protection for its intellectual property, or if it is unable to effectively enforce its intellectual property rights, its competitiveness could be impaired, which would limit its growth and future revenue. The Company may also find it necessary to bring infringement or other actions against third parties to seek to protect its intellectual property rights. Litigation of this nature, even if successful, is often expensive and time- consuming to prosecute and there can be no assurance that the Company will have the financial or other resources to enforce its rights or be able to enforce its rights or prevent other parties from developing similar technology or designing around its intellectual property.

The Company is not aware of any infringement by it of any person’s or entity’s intellectual property rights. In the event that products sold by the Company are deemed to infringe upon the patents or proprietary rights of others, the Company could be required to modify its products or obtain a licence for the manufacture and/or sale of such products or cease selling such products. In such event, there can be no assurance that the Company would be able to do so in a timely manner, upon acceptable terms and conditions, or at all, and the failure to do any of the foregoing could have a material adverse effect upon the Company’s business. If the Company’s products or proposed products are deemed to infringe or likely to infringe upon the patents or proprietary rights of others, the Company could be subject to injunctive relief and, under certain circumstances, become liable for damages, which could also have a material adverse effect on the Company’s business and its financial condition.

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Protection of Intellectual Property

The Company will be able to protect its intellectual property from unauthorized use by third parties only to the extent that the Company’s proprietary technologies, key products and any future products are covered by valid and enforceable intellectual property rights including patents or are effectively maintained as trade secrets and provided the Company has the funds to enforce its rights, if necessary.

To protect the Company’s competitive position, the Company may from time to time need to resort to litigation in order to enforce or defend any patents or other intellectual property rights owned by or licensed to the Company from time to time, or to determine or challenge the scope or validity of patents or other intellectual property rights of third parties. Enforcement of intellectual property rights is difficult, unpredictable and expensive, and many of the Company’s or the Company’s licensors’ or collaboration partners’ adversaries in these proceedings may have the ability to dedicate substantially greater resources to prosecuting these legal actions than the Company or the Company’s licensors or collaboration partners can. Accordingly, despite the Company’s or the Company’s licensors’ or collaboration partners’ efforts, the Company or the Company’s licensors or collaboration partners may not prevent third parties from infringing upon, misappropriating or otherwise violating intellectual property rights. In the event that products sold by the Company own or control, particularly in countries where the laws may not protect those rights as fully as in the UK, EU, the US and Canada. The Company may fail in enforcing its rights, in which case the Company’s competitors and other third parties may be permitted to use the Company’s therapies without payment to the Company.

In addition, litigation involving the Company’s licensed patents carries the risk that one or more of the Company’s licensed patents will be narrowed, held invalid (in whole or in part, on a claim-by-claim basis) or held unenforceable. Such an adverse court ruling could allow third parties to commercialize the Company’s therapies, and then compete directly with the Company, without payment to the Company.

If the Company were to initiate legal proceedings against a third party to enforce a patent covering one of the Company’s investigational therapies, the defendant could counterclaim that the Company’s patent is invalid or unenforceable. In patent litigation in the UK, EU, the US or Canada, defendant counterclaims alleging invalidity or unenforceability are commonplace. A claim for a validity challenge may be based on failure to meet any of several statutory requirements, for example, lack of novelty, obviousness or non-enablement. A claim for unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the UK Intellectual Property Office, European Patent Office, the USPTO, the CIPO or made a misleading statement, during prosecution. Third parties may also raise challenges to the validity of the Company’s patent claims before administrative bodies in the US or abroad, even outside the context of litigation. Such mechanisms include re-examination, post-grant review, inter partes review, interference proceedings, derivation proceedings, and equivalent proceedings in foreign jurisdictions (i.e., opposition proceedings). Such proceedings could result in the revocation of, cancellation of, or amendment to the Company’s patents in such a way that they no longer cover the Company’s current or any future therapeutic candidates. The outcome following legal assertions of invalidity and unenforceability during patent litigation or other proceedings is unpredictable. With respect to the validity question, for example, the Company cannot be certain that there is no invalidating prior art, of which the Company and the patent examiner were unaware during prosecution. If a defendant or third party were to prevail on a legal assertion of invalidity or unenforceability, the Company would lose at least part, and perhaps all, of the patent protection on the Company’s current or one or more of any future therapeutic candidates. Such a loss of patent protection could have a material adverse impact on the Company’s business financial condition, results of operations, and prospects. Further, litigation could result in substantial costs and diversion of management resources, regardless of the outcome, and this could harm the Company’s business and financial results.

Third-Party Licences

A substantial number of patents have already been issued to other biotechnology and pharmaceutical companies. To the extent that valid third-party patent rights cover the Company’s products or services, the Company or its strategic

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collaborators would be required to seek licences from the holders of these patents in order to manufacture, use or sell these products and services and payments under them would reduce the Company’s profits from these products and services. The Company is currently unable to predict the extent to which it may wish or be required to acquire rights under such patents, the availability and cost of acquiring such rights and whether a licence to such patents will be available on acceptable terms or at all. There may be patents in the U.S. or in foreign countries or patents issued in the future that are unavailable to licence on acceptable terms. The Company’s inability to obtain such licences may hinder or eliminate its ability to manufacture and market its products.

Further, if the Company obtains third-party licences but fails to pay annual maintenance fees, development and sales milestones, or it is determined that the Company does not use commercially reasonable efforts to commercialize licensed products, the Company could lose its licences which could have a material adverse effect on its business and financial condition.

Periodic maintenance and annuity fees on any issued patent are due to be paid to the UK Intellectual Property Office, the European Patent Office, the USPTO, the CIPO and foreign patent agencies in several stages over the lifetime of the patent. The European Patent Office, the USPTO, the CIPO and various foreign governmental patent agencies also require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. In certain circumstances, the Company may rely on collaboration partners to pay these fees due to US and comparable foreign patent agencies and take the necessary action to comply with such requirements with respect to the Company’s intellectual property. While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application include failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. If the Company, its licensors or collaboration partners fail to maintain the patents and patent applications covering the Company’s investigational therapies, third parties, including its competitors might be able to enter the market with similar or identical therapies or technologies, which would have a material adverse effect on the Company’s business, financial condition, results of operations, and prospects.

Financial and Accounting Risks

Substantial Number of Authorized but Unissued Common Shares

The Company has an unlimited number of Common Shares that may be issued by the Company board without further action or approval of the Shareholders. While the Company board will be required to fulfill its fiduciary obligations in connection with the issuance of such Common Shares, the Common Shares may be issued in transactions with which not all of the shareholders of the Company agree, and the issuance of such Common Shares will cause dilution to the ownership interests of the shareholders of the Company.

Dilution

The Company may issue additional Common Shares in subsequent offerings (including through the sale of securities convertible into or exchangeable for Common Shares) and on the exercise of stock options or other securities exercisable for Common Shares. The Company cannot predict the size of future issuances of Common Shares or the effect that future issuances and sales of Common Shares will have on the market price of the Common Shares. Issuances of a substantial number of additional Common Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for the Common Shares. With any additional issuance of Common Shares, investors will suffer dilution to their voting power and the Company may experience dilution in its earnings per share.

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Negative Cash Flow from Operating Activities

The Company has had negative cash flow from operating activities since inception. Drug development involves long lead times, is very expensive and involves many variables of uncertainty.As such, significant capital investment will be required to achieve the Company’s existing plans. The Company’s net losses have had and will continue to have an adverse effect on, among other things, shareholder equity, total assets and working capital. The Company expects that losses may fluctuate from quarter to quarter and year to year, and that such fluctuations may be substantial based on the stage of development of its principal programs. The Company cannot predict when it will become profitable, if at all. Accordingly, the Company may be required to obtain additional financing in order to meet its future cash commitments.

Additional Capital Requirements

As a research and development company, the Company expects to spend substantial funds to continue the research, development and testing of its prescription drug product candidates and to prepare to commercialize products subject to applicable regulatory approval. Substantial additional financing may be required if the Company is to be successful in continuing to develop its business and its products. No assurances can be given that the Company will be able to raise the additional capital that it may require for its anticipated future development. Any additional equity financing may be dilutive to investors and debt financing, if available, may involve restrictions on financing and operating activities. There is no assurance that additional financing will be available on terms acceptable to the Company, if at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or anticipated expansion. The Company’s ability to successfully raise additional capital and maintain liquidity may by impaired by factors outside of its control, such as a shift in consumer attitudes towards certain therapeutic methods or a downturn in the economy.

Heightened regulatory scrutiny could have a negative impact on the Company’s ability to raise capital.The Company’s business activities rely on developing laws and regulations in multiple jurisdictions. It is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed, or whether any proposals will become law. The regulatory uncertainty surrounding the Company’s current or any future products may adversely affect the Company’s business and operations, including without limitation, the Company’s ability to raise additional capital.

In addition, the Company may encounter unforeseen expenses, difficulties, complications, delays and other known or unknown factors in achieving its business objectives. The Company will eventually need to transition from a company with a development focus to a company capable of supporting commercial activities. The Company may not be successful in such a transition.

Lack of Significant Product Revenue

To date, the Company has generated little product revenue and cannot predict when and if it will generate significant product revenue. The Company’s ability to generate significant product revenue and ultimately become profitable depends upon its ability, alone or with partners, to successfully develop its prescription drug product candidates, obtain regulatory approval and commercialize products, including any of its current prescription drug product candidates or other prescription drug product candidates that it may develop, in-license or acquire in the future. The Company does not anticipate generating revenue from the sale of products for the foreseeable future. The Company expects its research and development expenses to increase in connection with its ongoing activities, particularly as it advances its prescription drug product candidates through clinical trials.

Estimates or Judgments Relating to Critical Accounting Policies

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The preparation of Financial Statements in conformity with the International Financial Reporting Standards requires management to make estimates and assumptions that affect the amounts reported in the Financial Statements and accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, as provided in the notes to the Financial Statements, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. The Company’s operating results may be adversely affected if the assumptions change or if actual circumstances differ from those in the assumptions, which could cause its operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the share price of the Company. Significant assumptions and estimates used in preparing the Financial Statements include those related to income tax credits receivable, share based payments, impairment of non-financial assets, fair value of biological assets, as well as cost recognition.

Inadequate Internal Controls

If the Company fails to maintain an effective system of internal controls, the Company might not be able to report its financial results accurately or prevent misstatement; and in that case, the Company’s shareholders could lose confidence in its financial reporting, which would harm its business and could negatively impact the value of its shares. While the Company believes that it has sufficient personnel and review procedures to allow it to maintain an effective system of internal controls, there can be no assurance that the Company will always successfully detect misstatements or implement necessary improvements in a timely fashion.

Risks Related to the Common Shares

Market for the Common Shares

There can be no assurance that an active trading market for the Common Shares will develop or, if developed, that any market will be sustained. The Company cannot predict the prices at which the Common Shares will trade. Fluctuations in the market price of the Common Shares could cause an investor to lose all or part of its investment in Common Shares. Factors that could cause fluctuations in the trading price of the Common Shares include: (i) announcements of new offerings, products, services or technologies; commercial relationships, acquisitions or other events by the Company or its competitors; (ii) price and volume fluctuations in the overall stock market from time to time; (iii) significant volatility in the market price and trading volume of companies commercializing psychedelic pharmaceuticals; (iv) fluctuations in the trading volume of the Common Shares or the size of the Company’s public float; (v) actual or anticipated changes or fluctuations in the Company’s results of operations; (vi) whether the Company’s results of operations meet the expectations of securities analysts or investors; (vii) actual or anticipated changes in the expectations of investors or securities analysts; (viii) litigation involving the Company, its industry, or both; (ix) regulatory developments; (x) general economic conditions and trends; (xi) major catastrophic events; (xii) escrow releases, sales of large blocks of the Common Shares; (xiii) departures of key employees or members of management; or (xiv) an adverse impact on the Company from any of the other risks cited herein.

Significant Sales of the Common Shares

Although Common Shares held by existing shareholders of the Company will be freely tradable under applicable securities legislation, the Common Shares held by the Company’s directors, executive officers, Control persons and certain other securityholders may be subject to contractual lock-up restrictions and may also be subject to escrow restrictions pursuant to the policies of the Exchange. Sales of a substantial number of the Common Shares in the public market after the expiry of lock-up or escrow restrictions, or the perception that these sales could occur, could adversely affect the market price of the Common Shares and may make it more difficult for investors to sell Common Shares at a favourable time and price.

94

Volatile Market Price for the Common Shares

The securities market in Canada has experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. It may be anticipated that any market for the Common Shares will be subject to market trends generally, notwithstanding any potential success of the Company. The value of the Common Shares distributed hereunder will be affected by such volatility.

The volatility of the Common Shares may affect the ability of holders to sell the Common Shares at an advantageous price or at all. Market price fluctuations in the Common Shares may be adversely affected by a variety of factors relating to the Company’s business, including fluctuations in the Company’s operating and financial results, such results failing to meet the expectations of securities analysts or investors and downward revisions in securities analysis’ estimates in connection therewith, sales of additional Common Shares, governmental regulatory action, adverse change in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by the Company or its competitors, along with a variety of additional factors, including, without limitation, those set forth under the heading “Cautionary Note Regarding Forward-Looking Information”. In addition, the market price for securities on stock markets, including the Exchange is subject to significant price and trading fluctuations. These fluctuations have resulted in volatility in the market prices of securities that often has been unrelated or disproportionate to changes in operating performance. These broad market fluctuations may materially adversely affect the market price of the Company.

Additionally, the value of the Common Shares is subject to market value fluctuations based upon factors that influence the Company’s operations, such as legislative or regulatory developments, competition, technological change and changes in interest rates or foreign exchange rates. There can be no assurance that the market price of the Common Shares will not experience significant fluctuations in the future, including fluctuations that are unrelated to the Company’s performance.

Tax Issues

There may be income tax consequences in relation to the Common Shares, which will vary according to circumstances. Independent advice from tax and legal advisers should be obtained.

No Dividends

The Company’s current policy is, and will be, to retain earnings to finance the development and enhancement of its products and to otherwise reinvest in the Company. Therefore, the Company does not anticipate paying cash dividends on the Common Shares in the foreseeable future. The Company’s dividend policy will be reviewed from time to time by the Board in the context of its earnings, financial condition and other relevant factors. Until the time that the Company does pay dividends, which it might never do, its shareholders will not be able to receive a return on their Common Shares unless they sell them.

Additional information

Additional information on the Company has been filed electronically through SEDAR+ and is available online at www.sedarplus.ca.

Approval

The Board has approved the disclosure in this MD&A.

95

EX-99.4

FORM 52-109F1
Certification of Annual Filings

Full Certificate

I, Douglas Drysdale, Chief Executive Officer of Cybin Inc., certify the following:

1.Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Cybin Inc. (the “issuer”) for the financial year ended March 31, 2024.

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

1.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013) issued by The Committee of Sponsoring Organization of the Treadway Commission (COSO).

5.1N/A

5.2N/A

2

6.Evaluation: The issuer’s other certifying officer(s) and I have

(a)evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

(b)evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

(i)our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

(ii)N/A

7.Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2024 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

8.Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: June 25, 2024

/s/ Douglas Drysdale

Douglas Drysdale

Chief Executive Officer

53250513.2

EX-99.5

FORM 52-109F1
Certification of Annual Filings

Full Certificate

I, Greg Cavers, Chief Financial Officer of Cybin Inc., certify the following:

1.Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Cybin Inc. (“issuer”) for the financial year ended March 31, 2024.

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

1.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013) issued by The Committee of Sponsoring Organization of the Treadway Commission (COSO).

5.1N/A

5.2N/A

2

6.Evaluation: The issuer’s other certifying officer(s) and I have

(a)evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

(b)evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

(i)our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

(ii)N/A

7.Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2024 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

8.Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: June 25, 2024

/s/ Greg Cavers

Greg Cavers

Chief Financial Officer

53250514.2

EX-99.6

Exhibit 99.6

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Cybin Inc. (the “Company”) on Form 40-F for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Doug Drysdale, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

June 25, 2024        /s/ Doug Drysdale
Doug Drysdale
Chief Executive Officer
(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to Cybin Inc. and will be retained by Cybin Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.7

    Exhibit 99.7

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Cybin Inc. (the “Company”) on Form 40-F for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Greg Cavers, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

June 25, 2024

/s/ Greg Cavers
Greg Cavers
Chief Financial Officer
(Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to Cybin Inc. and will be retained by Cybin Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.8

To the United States Securities and Exchange Commission

We consent to the incorporation by reference in the Annual Report on Form 40-F of Cybin Inc. (the “Company”) of our report dated June 25, 2024, with respect to the consolidated financial position of the Company as at March 31, 2024 and March 31, 2023 and the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the years then ended, and notes to the consolidation financial, including material accounting policy information.

Toronto, Canada                                                                    Chartered Professional Accountants

July 25, 2024                                                                        Licensed Public Accountants

201 Bridgeland Avenue | Toronto Ontario | M6A 1Y7 | Canada zeifmans.ca T: 416.256.4000

XML

COVER	12 Months Ended
	Mar. 31, 2024 shares
Entity Addresses [Line Items]
Document Type	40-F
Document Registration Statement	false
Document Annual Report	true
Current Fiscal Year End Date	--03-31
Entity File Number	001-40673
Entity Registrant Name	Cybin Inc.
Entity Incorporation, State or Country Code	A6
Entity Primary SIC Number	2834
Entity Address, Address Line One	100 King Street West
Entity Address, Address Line Two	Suite 5600
Entity Address, City or Town	Toronto
Entity Address, State or Province	ON
Entity Address, Country	CA
Entity Address, Postal Zip Code	M5X 1C9
City Area Code	908
Local Phone Number	764-8385
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	CYBN
Security Exchange Name	NYSEAMER
Annual Information Form	true
Audited Annual Financial Statements	true
Entity Common Stock, Shares Outstanding	760,053,342
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Financial Statement Error Correction [Flag]	false
Entity Central Index Key	0001833141
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Document Period End Date	Mar. 31, 2024
Amendment Flag	false
Business Contact
Entity Addresses [Line Items]
Contact Personnel Name	CT Corporation System
Entity Address, Address Line One	1015 15th Street N.W.
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Washington
Entity Address, State or Province	DC
Entity Address, Postal Zip Code	20005
City Area Code	202
Local Phone Number	572-3133

XML

AUDIT INFORMATION	12 Months Ended
	Mar. 31, 2024
Audit Information [Abstract]
Auditor Name	Zeifmans LLP
Auditor Location	Toronto, Ontario
Auditor Firm ID	1149

XML

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - CAD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Current
Cash	$ 208,992	$ 16,633
Accounts receivable	4,476	3,050
Prepaid expenses	2,891	1,733
Other current assets	2,177	1,769
Total Current Assets	218,536	23,185
Non-current
Equipment	266	450
Intangible assets	35,465	5,470
Right-of-use asset	281	0
Goodwill	47,475	24,792
Total Non-Current Assets	83,487	30,712
TOTAL ASSETS	302,023	53,897
Current
Accounts payable and accrued liabilities	9,805	5,663
Lease liabilities	291	0
Total Liabilities	10,096	5,663
SHAREHOLDERS' EQUITY
Share capital	443,877	158,162
Contributed surplus	11,750	2,102
Options reserve	39,177	27,283
Warrants reserve	25,639	10,873
Accumulated other comprehensive loss	(2,285)	(2,035)
Deficit	(226,231)	(148,151)
TOTAL SHAREHOLDERS' EQUITY	291,927	48,234
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 302,023	$ 53,897

XML

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS - CAD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
EXPENSES
Research	$ 32,362	$ 25,491
General and administrative costs	32,588	21,341
Share-based compensation	13,886	4,686
TOTAL EXPENSES	78,836	51,518
OTHER INCOME (EXPENSES)
Foreign currency translation gain (loss)	137	4,027
Interest income	619	603
Change in fair value of investments measured at fair value through profit or loss	0	(260)
Contingent consideration accretion	0	(13)
Change in fair value of contingent consideration	0	(329)
TOTAL OTHER INCOME (EXPENSES)	756	4,028
NET LOSS FOR THE YEAR	(78,080)	(47,490)
OTHER COMPREHENSIVE LOSS
Foreign currency translation differences for foreign operations	(250)	(1,669)
COMPREHENSIVE LOSS FOR THE YEAR	$ (78,330)	$ (49,159)
Basic loss per share for the year (in dollars per share)	$ (0.25)	$ (0.26)
Weighted average number of common shares outstanding - basic (in shares)	315,300,042	185,428,767

XML

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - CAD ($) $ in Thousands	Total	LPC Purchase Agreement	Share capital	Share capital LPC Purchase Agreement	Warrants	Options	Contributed surplus	Deficit	Accumulated other comprehensive loss
Balance (in shares) at Mar. 31, 2022			175,111,654
Balance at Mar. 31, 2022	$ 76,155		$ 141,451		$ 11,423	$ 23,783	$ 525	$ (100,661)	$ (366)
Changes in equity [abstract]
At-the-market offering - net of share issuance costs (in shares)			20,754,120
At-the-market offering - net of share issuance costs	13,202		$ 13,202
Shares issued on Adelia milestones (in shares)			3,603,742
Shares issued on Adelia milestones	2,988		$ 2,988
Warrants exercised (in shares)			1,164,638
Warrants exercised	362		$ 527		(165)
Options forfeited	0					(1,180)	1,180
Warrants expired	0				(397)		397
Finders' warrants	0		(6)		6
Share-based compensation	4,686				6	4,680
Unrealized loss on translation of foreign operations	(1,669)								(1,669)
Net loss for the year	(47,490)							(47,490)
Balance at Mar. 31, 2023	48,234		$ 158,162		10,873	27,283	2,102	(148,151)	(2,035)
Balance (in shares) at Mar. 31, 2023			200,634,154
Changes in equity [abstract]
Issuance of common shares as commitment fee for equity financing (in shares)			439,768,583
Share issuance net of share issuance costs	239,753		$ 217,311		22,442
Share issuance on business acquisition (in shares)			80,945,254	1,925,000
Share issuance on business acquisition	53,481	$ 147	$ 53,481	$ 147
At-the-market offering - net of share issuance costs (in shares)			34,140,507
At-the-market offering - net of share issuance costs	14,700		$ 14,700
Issuance of common shares as commitment fee for equity financing (in shares)			2,538,844
Options expired	0					(1,992)	1,992
Warrants exercised (in shares)			101,000
Warrants exercised	56		$ 76		(20)
Warrants expired	0				(7,656)		7,656
Share-based compensation	13,886					13,886
Unrealized loss on translation of foreign operations	(250)								(250)
Net loss for the year	(78,080)							(78,080)
Balance at Mar. 31, 2024	$ 291,927		$ 443,877		$ 25,639	$ 39,177	$ 11,750	$ (226,231)	$ (2,285)
Balance (in shares) at Mar. 31, 2024			760,053,342

XML

CONSOLIDATED STATEMENT OF CASH FLOWS - CAD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
OPERATING ACTIVITIES
Net loss for the year	$ (78,080)	$ (47,490)
Adjustments for items not affecting cash:
Interest income	0	(18)
Depreciation and amortization	424	251
Share-based compensation	13,886	4,686
Lease interest	8	0
Computer equipment write-down	18	0
Change in fair value of investments measured at fair value through profit or loss	0	260
Contingent consideration accretion	0	13
Change in fair value of contingent consideration	0	329
Unrealized foreign currency translation (gain)	(137)	(4,025)
Cash flows used in operating activities before net changes in non-cash working capital items	(63,881)	(45,994)
Net changes in non-cash working capital items:
Accounts receivable	(1,089)	(948)
Prepaid expenses	(986)	(462)
Other current assets	(408)	(428)
Accounts payable and accrued liabilities	(2,544)	401
Net cash flows used in operating activities	(68,908)	(47,431)
INVESTING ACTIVITIES
Cash acquired on acquisition	7,632	0
Purchase of intangible assets	(689)	(3,167)
Purchase of equipment	(21)	(142)
Net cash flows used in investing activities	6,922	(3,309)
FINANCING ACTIVITIES
Proceeds on issuance of common shares, net	254,600	13,202
Lease payments	(149)	0
Warrant exercise	56	362
Net cash flows from financing activities	254,507	13,564
Effects of exchange rate changes on cash	(162)	168
Net change in cash	192,359	(37,008)
Cash, beginning of year	16,633	53,641
Cash, end of year	$ 208,992	$ 16,633

XML

CORPORATE INFORMATION

12 Months Ended

Mar. 31, 2024

Corporate information and statement of IFRS compliance [abstract]

CORPORATE INFORMATION

CORPORATE INFORMATION

Cybin Inc. (“Cybin”), was incorporated under the Business Corporations Act (British Columbia) on October 13, 2016. These consolidated financial statements include the accounts of Cybin’s eight subsidiaries (together with Cybin, the “Company”): Cybin Corp., Natures Journey Inc. (“Journey”), Serenity Life Sciences Inc. (“Serenity”), Cybin US Holdings Inc. (“Cybin US”), Adelia Therapeutics Inc. (“Adelia”) Cybin IRL Limited (“Cybin IRL”), Cybin UK Ltd., and Small Pharma Inc. (“Small Pharma”). Cybin’s head office, principal address and registered address and records office is 100 King Street West, Suite 5600, Toronto, Ontario M5X 1C9.

The Company is a biopharmaceutical company focused on advancing psychedelic-based therapies, delivery mechanisms, novel compounds and protocols as potential treatments for various psychiatric and neurological conditions. The Company is developing technologies and delivery systems aimed at improving the pharmacokinetics of its psychedelic-based molecules while retaining the therapeutic benefit. These new molecules and delivery systems are expected to be studied through clinical trials to confirm safety and efficacy.

These consolidated financial statements as at, and for the year ended, March 31, 2024 were approved and authorized for issue by the board of directors on June 25, 2024.

Stock exchange listings

Cybin’s common shares (“Common Shares”) are listed for trading on the Cboe Canada Exchange Inc. (“Cboe’) and NYSE American LLC under the symbol “CYBN” and on the Frankfurt Stock Exchange under the symbol “R7E1”.

Basis of consolidation

The Company consolidates entities which it controls. Control exists when the Company has the power, directly and indirectly to govern the financial and operating policies of an entity and be exposed to the variable returns from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Intercompany balances, and any unrealized gains and losses or income and expenses arising from transactions with controlled entities are eliminated to the extent of the Company’s interest in the entity.

XML

MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION

12 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION

MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION

Statement of compliance

The Company’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

The policies applied to these consolidated financial statements are based on IFRS, which have been applied consistently to all periods presented. These consolidated financial statements were issued and effective as at June 25, 2024, the date the Board of Directors approved these consolidated financial statements.

The Company’s board of directors has the power to amend the consolidated financial statement after issuance.

Basis of measurement

These consolidated financial statements have been prepared on a going concern basis, under the historical cost convention, except for certain financial instruments classified at fair value upon initial recognition.

Functional and presentation currency

The functional currency of a company is the currency of the primary economic environment in which the company operates. The presentation currency for a company is the currency in which the company chooses to present its financial statements.

These consolidated financial statements are presented in Canadian dollars, the Company’s presentation currency. The subsidiaries’ functional currencies are as follows:

Entity	Currency	Ownership
Cybin Corp.	Canadian dollars	100%
Journey	Canadian dollars	100%
Serenity	Canadian dollars	100%
Cybin US1	Canadian dollars	100%
Adelia	U.S. dollars	100%
Cybin IRL	U.S. dollars	100%
Cybin UK Ltd.2	Great Britain pounds	100%
Small Pharma Inc. (“Small Pharma”)2	Canadian dollars	100%

1 For accounting purposes, Cybin US is a wholly-owned subsidiary of Cybin. Certain Former Adelia Shareholders (as defined below) hold Class B Shares (defined below) in Cybin US.

2 Cybin UK Ltd and Small Pharma Inc. which were acquired on October 23, 2023. Cybin UK Ltd. was formerly Small Pharma Ltd. and was a

wholly-owned subsidiary of Small Pharma Inc.

On April 1, 2024 Small Pharma Inc was amalgamated with Cybin Corp.

Basis of consolidation

The Company consolidates entities which it controls. Control exists when the Company has the power, directly and indirectly to govern the financial and operating policies of an entity and be exposed to the variable returns from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Intercompany balances, and any unrealized gains and losses or income and expenses arising from transactions with controlled entities are eliminated to the extent of the Company’s interest in the entity.

Cash and cash equivalents

Cash and cash equivalents are comprised of cash on deposit and highly liquid short-term interest-bearing variable rate investments with an original maturity of three months or less, or which are readily convertible into a known amount of cash with no significant changes. As at March 31, 2024 and March 31, 2023 there were no cash equivalents.

Inventories

Inventories include raw materials and finished goods. Raw materials are stated at the lower of cost and replacement cost with cost determined on a first-in, first-out basis. The Company monitors the shelf life and expiry of finished goods to determine when inventory values are not recoverable and a write-down is necessary.

Equipment

Equipment consists of lab and computer equipment and are recorded at cost less accumulated depreciation and accumulated impairment losses. Cost includes all expenditures incurred to bring the asset to the location and condition necessary for them to be operating in the manner intended by management.

Depreciation is recognized based on the cost of the item less its estimated residual value, over its estimated useful life on a straight-line basis at the following rates:

•Lab equipment– 5 years

•Computer equipment– 3 years

An item of equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of loss and comprehensive loss when the asset is derecognized. The assets’ residual values, useful lives and methods of depreciation are reviewed at each reporting date and adjusted prospectively if appropriate.

Intangible Assets

Intangible assets include expenditures related to obtaining patents, software related items and in-process research and development (“IPR&D”). The amortization of software related items begins when the software is in use and will be amortized on a straight-line basis over a period of 3 years. The amortization of patent costs commences when the associated products are available for commercial sale and is amortized on a straight-line basis over its respective legal lives or economic life, if shorter. Patents have an estimated useful life of 17 years. Amortization methods, useful lives, and residual values are reviewed at each reporting date and adjusted if appropriate. Acquired IPR&D is capitalized based on technical feasibility and remains on the balance sheet, subject to impairment. Acquired IPR&D is initially measured at fair value and recognized as an indefinite-lived intangible asset until completion or abandonment of the related project. Amortization commences when the assets become available for use. Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in operations as incurred.

Development activities involve a plan or design for the production of new, or substantially improved, products or processes related to the Company’s development of psychedelic-based therapeutics. Development expenditures are capitalized only if the relevant IFRS criteria are met. Capitalized development expenditures are amortized from the beginning of commercial production and sales and are amortized on a straight-line basis over the remaining useful life of the related patents. Development expenditures, in relation to the Company’s psychedelic-based therapeutics, have not satisfied the above criteria and are recognized in operations as incurred.

Goodwill

Goodwill represents the excess of the consideration transferred for the acquisition of an entity over the fair value of the net identifiable assets. Goodwill is initially measured at cost, and subsequently recorded at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company’s cash-generating units (“CGUs”) that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those CGUs. The Company tests for impairment annually, or when indications of impairment exist. Impairment is determined for goodwill by assessing if the carrying value of CGUs, including goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs of disposal and the value in use. Impairment losses recognized in respect of the CGUs are first allocated

to the carrying value of goodwill and any excess is allocated to the carrying amount of assets in the CGUs. Any goodwill impairment is recorded in the consolidated statement of loss and comprehensive loss.

Impairment of long-lived assets

Long-lived assets, including equipment and intangible assets, are reviewed for impairment at each consolidated statement of financial position date or whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its recoverable amount. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs to sell, the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s cash-generating unit, which is the lowest group of assets in which the asset belongs for which there are separate cash inflows that are largely independent of the cash inflows from other assets. An impairment loss is charged to operations.

Financial instruments

Recognition and initial measurement

The Company initially recognizes financial instruments on the trade date, which is the date on which the Company becomes a party to the contractual provisions of the instrument. A financial asset or financial liability is measured initially at fair value plus/minus, for an item not at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to its acquisition or use.

Classification

Financial asset

On initial recognition, a financial asset is classified as measured at: amortized cost, fair value through other comprehensive income (“FVOCI”), or FVTPL.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

•The asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and

•The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The Company currently measures accounts receivable at amortized cost.

A debt instrument is measured at FVOCI only if it meets both of the following conditions and is not designated as at FVTPL:

•The asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

•The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in FVOCI. This election is made on an investment-by-investment basis. The Company has not elected to present any assets as FVOCI.

Cash is measured at FVTPL.

In addition, on initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost as FVOCI or FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Business model assessment

The Company makes an assessment of the objective of a business model in which an asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

•The stated policies and objectives for the portfolio and the operation of those policies in practice. In particular, whether management’s strategy focuses on earning contractual interest revenue, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of the liabilities that are funding those assets or realizing cash flows through the sale of the assets;

•How the performance of the portfolio is evaluated and reported to the Company’s management;

•The risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

•How managers of the business are compensated (e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected); and

•The frequency, volume and timing of sales in prior periods, the reasons for such sales and its expectation about future sales activity. However, information about sales activity is not considered in isolation, but as part of an overall assessment of the Company’s stated objective for managing the financial asset is achieved and how cash flows are realized.

Assessment whether contractual cash flows are solely payments of principal and interest

For the purpose of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of the contractual cash flows such that it would not meet this condition. In making the assessment, the Company considers:

•contingent events that would change the amount and timing of cash flows;

•leverage features;

•prepayment and extension terms;

•terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse asset arrangements); and

•features that modify consideration of the time value of money– e.g. periodical rest of interest rates

Reclassifications

The Company would reclassify a financial asset when the Company changes its business model for managing the financial asset. All reclassifications are recorded at fair value at the date of the reclassification, which becomes the new carrying value.

Financial assets are not reclassified subsequent to their initial recognition, except in the period after the Company changes its business model for managing financial assets.

Financial liabilities

The Company classifies its financial liabilities at amortized cost or FVTPL. The Company currently measures accounts payable, lease liabilities and accrued liabilities at amortized cost and contingent consideration payable at FVTPL.

Derecognition

Financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transition in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset derecognized) and the sum of (i) the consideration received (including any new assets obtained less any new liability assumed) and (ii) cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire.

Modifications of financial assets and financial liabilities

Financial assets

If the terms of a financial asset are modified, the Company evaluates whether the cash flows of the modified asset are substantially different. If the cash flows are substantially different, then the contractual rights to cash flows from the original financial asset are deemed to have expired. In this case, the original financial asset is derecognized and a new financial asset is recognized at fair value.

If the cash flows of the modified asset carried at amortized cost are not substantially different, then the modification does not result in derecognition of the financial asset. In this case, the Company recalculates the gross carrying amount of the financial asset and recognizes the amount arising from adjusting the gross carrying amount as a modification gain or loss in profit or loss. If such a modification is carried out because of

financial difficulties of the borrower, then the gain or loss is presented together with impairment losses. In other cases, it is presented as interest income.

Financial liabilities

The Company derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different. In this case, a new financial liability based on the modified terms is recognized at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognized in profit or loss.

Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the consolidated statement of financial position when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

Income and expenses are presented on a net basis only when permitted under IFRS, or for gains and losses arising from a group of similar transactions.

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access at that date. The fair value of a liability reflects its non-performance risk.

When one is available, the Company measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

If there is no quoted price in an active market, then the Company uses valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.

The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price (i.e. the fair value of the consideration given or received). If the Company determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any observable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognized in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.

If an asset or a liability at fair value has a bid price and an ask price, then the Company measures assets and long positions at bid price and liabilities and short positions at an ask price.

Portfolio of financial assets and financial liabilities that are exposed to market risk and credit risk that are managed by the Company on the basis of the net exposure to either market or credit risk are measured on the

basis of a price that would be received to sell a net long position (or paid to transfer a net short position) for the particular risk exposure. Portfolio-level adjustment e.g. bid-ask adjustment or credit risk adjustments that reflect the measurement on the basis of the net exposure are allocated to the individual assets and liabilities on the basis of the relative risk adjustment of each of the individual instruments in the portfolio.

The fair value of a financial liability with a demand feature is not less than the amount payable on demand, discounted from the first date on which the amount could be required to be paid. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change has occurred.

Impairment

Credit-impaired financial assets

At each reporting date, the Company assesses whether financial assets carried at amortized costs and debt financial assets carried at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

•Significant financial difficulty of the borrower or issuer;

•A breach of contract such as a default of past due event;

•The restructuring of a loan or advance by the Company on terms that the Company would not consider otherwise;

•It is becoming probable that the borrower will enter bankruptcy or other financial reorganization; or

•The disappearance of an active market for a security because of financial difficulties.

A loan that has been renegotiated due to a deterioration in the borrower’s condition is usually considered to be credit-impaired unless there is evidence that the risk of not receiving contractual cash flows has reduced significantly and there are no other indicators of impairment.

Recognition of allowance of expected credit losses (“ECL”) in the consolidated statement of financial position

The Company recognizes a loss allowance for ECL on trade receivables that are measured at amortized cost. The Company’s applied the simplified approach for trade receivables and recognizes the lifetime ECL for these assets. The ECL on trade receivables is estimated using a provision matrix based on the Company’s historical credit loss experience, adjusted for factors that are specific to the customers, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

For all other financial assets measured at amortized cost of FVOCI, the Company recognizes lifetime ECL only when there has been a significant increase in credit risk since initial recognition. If the credit risk on such financial instruments has not increased significantly since initial recognition, the Company measures the loss allowance on those financial instruments at an amount equal to 12-months ECL.

Lifetime ECL represents the ECL that will result from all possible default events over the expected life of a financial asset. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial asset that are possible within 12 months after the reporting date. In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the Company compares the risk of default occurring on the financial asset at the reporting date with the risk of default

occurring at the initial recognition. The Company considers both quantitative and qualitative factors that are supportable, including historical experience and forward-looking information that is available without undue cost or effort.

Irrespective of the above assessment, the Company presumes that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Company has reasonable and supportable information that demonstrates otherwise. Despite the foregoing, the Company presumes that the credit risk on a financial asset has not increased significantly since initial recognition if the financial asset is determined to have low credit risk at the reporting date.

The Company regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes pas due.

Definition of default:

For internal credit risk management purposes, the Company considers a financial asset not recoverable if the customer balance owing is 180 days past due and information obtained from the customer and other external factors indicate that the customer is unlikely to pay its creditors in full.

Write-off

Financial assets are written off (either partially or in full) when there is no realistic prospect of recovery. This is generally the case when the Company determines that the counterparty does not have assets or sources of income that could general sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

Taxation

Income tax comprises current and deferred tax. Income tax is recognized in the consolidated statement of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity.

Current income tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years.

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

Deferred income tax is recorded using the asset and liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences do not result in deferred tax assets or liabilities: the initial recognized of assets or liabilities that affect neither accounting or taxable loss; or difference relating to investment in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The

amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the consolidated statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its correct tax assets and liabilities on a net basis.

Share capital

Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Common Shares and the Company’s Common Share purchase warrants, and options are classified as equity instruments.

Incremental costs directly attributable to the issue of new Common Shares, or warrants are shown in equity as a deduction, net of tax, from the proceeds.

Share-based compensation

Under the Company’s equity incentive plan, all stock options granted may have graded vesting periods and are exercisable up to a maximum of 10 years form the date of grant. Each tranche of an award with graded vesting periods is considered a separate grant at each grant date for the calculation of fair value, and the resulting fair value is amortized over the vesting period of the respective tranches. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted, the estimated volatility, estimated risk free rate and estimated forfeitures.

If a grant of the share-based payments is cancelled or settled during the vesting period (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied or options granted in error and cancelled retroactively), the Company accounts for the cancellation or settlement as an acceleration of vesting, and recognizes immediately the amount that otherwise would have been recognized for services over the remainder of the vesting period.

The amount recognized for goods or services received during the vesting period is based on the best available estimate of the number of equity instruments anticipated to vest. The Company revises that estimate, if necessary, if subsequent information indicates that the number of share options anticipated to vest differs from previous estimates. On the vesting date, the Company revises the estimate to equal the number of equity instrument that ultimately vested. After the vesting date, the Company makes no subsequent adjustment to total equity for goods or services received if the share options are later forfeited or they expire at the end of the share option’s life.

If a grant of the share based payment is modified during the vesting period (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied) and the fair value of the new instruments is higher than the fair value of the original instrument, the incremental fair value granted is included in the measurement of the amount recognized for services received over the period from modification date until the date when the modified equity instruments vests, in addition to the amount based on the grant date fair value of the original equity instruments, which is recognized over the remainder of the original vesting period of the original instrument.

Warrants

The Company follows the relative fair value method with respect to the measurement of Common Shares and warrants issued as units. The proceeds from the issuance of units are allocated between share capital and warrants. The warrant component is recorded in equity reserve. Unit proceeds are allocated to Common Shares and warrants using the Black-Scholes option pricing model and the share price at the time of financing. If and when the warrants are exercised, consideration paid by the warrant holder, together with the amount previously recognized in warrant reserve, is recorded as an increase to share capital. A forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of warrants that vest. When stock options or warrants are cancelled, they are treated as if they have vested on the date of collation and any cost not yet recognized in profit or loss is immediately expensed. Upon expiration of warrants, the amount applicable to expired warrants is moved to contributed surplus.

Loss per share

Basic loss per share is calculated using the weighted-average number of shares outstanding during the period. The diluted earnings (loss) per share reflects the potential dilution of Common Share equivalents, such as outstanding stock options and warrants, in the weighted average number of Common Shares outstanding during the period, if they are dilutive.

Currency translation

All figures presented in the consolidated financial statements are reflected in Canadian dollars unless otherwise noted.

Foreign currency transactions are translated into Canadian dollars at exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the consolidated statement of financial position date are translated to Canadian dollars at the foreign exchange rate applicable as that date. Realized and unrealized exchange gains and losses are recognized through profit or loss.

The assets and liabilities of foreign operations are translated into Canadian dollars at period-end exchange rates. Income and expenses, and cash flows of foreign operations are translated into Canadian dollars using average exchange rates. Exchange differences resulting from translating foreign operations are recognized in other comprehensive income (loss) and accumulated separately in shareholders’ equity.

Foreign currency translation gains or losses arising from a monetary item receivable or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income (loss) in the translation reserve.

Provisions

Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the consolidated statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to

settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle, a provision is expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably.

New standards and interpretations not yet adopted

IAS 1, Presentation of Financial Statements ("IAS 1") - Classification of Liabilities as Current or Non-Current

In January 2020, the IASB issued amendments to IAS 1. The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the consolidated statements of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity. The amendments are effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted. The Company has determined that adoption of these amendments has no significant effect on the Company's consolidated financial statements.

All other IFRS and amendments issued but not yet effective have been assessed by the Company and are not expected to have a material impact on the Company's consolidated financial statements.

New standards and interpretations

Amendments to IAS 1 and IFRS Practice Statement 2

In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2, Making Materiality Judgements, in which it provides guidance and examples to help entities apply materiality judgements to accounting policy disclosures. The amendments aim to help entities provide accounting policies disclosures that are more useful by replacing the requirement for entities to disclose "significant" accounting policies with a requirement to disclose their "material" accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting disclosures. The amendments to IAS 1 are applicable for annual periods beginning on or after January 1, 2023 with earlier application permitted. Since the amendments to IFRS Practice Statement 2 provide non-mandatory guidance on the application of the definition of material to accounting policy information, an effective date for these amendments is not necessary. The Company has determined that adoption of these amendments has no significant effect on the Company's consolidated financial statements.

IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors ("IAS 8") - Definition of Accounting Estimates

In February 2021, the IASB amendments to IAS 8. The amendment will require the disclosure of material accounting policy information rather than disclosing significant accounting policies and clarifies how to distinguish changes in accounting policies from changes in accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty". The amendment provides clarification to help entities to distinguish between accounting policies and accounting estimates. The amendments are effective for annual periods beginning on or after January 1, 2023. The Company has determined that adoption of these amendments has no significant effect on the Company's consolidated financial statements.

IAS 12, Income Taxes ("IAS 12") - Deferred Tax related to Assets and Liabilities Arising from a Single Transaction

In May 2021, the IASB issued amendments to IAS 12. The amendment narrows the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal taxable and deductible temporary differences. As a result, companies will need to recognize a deferred tax asset and deferred tax liability for temporary differences arising on initial recognition of transactions such as leases and decommissioning obligations. The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. The Company has determined that adoption of these amendments has no significant effect on the Company's consolidated financial statements.

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CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

12 Months Ended

Mar. 31, 2024

Critical Accounting Estimates and Judgements [Abstract]

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting year. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the year in which the estimate is revised and future years if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Judgments, estimates and assumptions that have the most significant effect on the amounts recognized in the consolidated financial statements include warrants and fair value of share-based payments (note 9) and the fair value of financial instruments (note 15).

Ability to continue as a going concern

In order to assess whether it is appropriate for the Company to continue as a going concern, management is required to apply judgment and make estimates with respect to future cash flow projections.

In arriving at this judgment, there were a number of assumptions and estimates involved in calculating these future cash flow projections. This includes making estimates regarding the timing and amounts of future expenditures and the ability and timing of raising additional financing.

Business combinations

A business combination is a transaction or event in which an acquirer obtains control of one or more businesses and is accounted for using the acquisition method. The total consideration paid for the acquisition is the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments issued in exchange for control of the acquiree at the acquisition date. The acquisition date is the date where the Company obtains control of the acquiree. The identifiable assets acquired and liabilities assumed are recognized at their acquisition date fair values, except for deferred taxes and share-based payment awards where IFRS provides exceptions to recording the amounts at fair value. Acquisition costs are expensed to profit or loss.

Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IFRS 9, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognized in profit or loss.

Non-controlling interest in the acquiree, if any, is recognized either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets, determined on an acquisition-by-acquisition basis. For each acquisition, the excess of total consideration, the fair value of previously held equity interest prior to obtaining control and the non-controlling interest in the acquiree, over the fair value of the identifiable net asset acquired, is recorded as goodwill.

Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they may be adjusted retrospectively in subsequent periods. The measurement period is the period from the acquisition date to the date complete information about facts and circumstances that existed as of the acquisition date is received. However, the measurement period does not exceed one year from the acquisition date.

Acquisitions that do not meet the definition of a business combination are accounted for as an asset acquisition. Consideration paid for an asset acquisition is allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values.

Share based payments

The fair value of share-based compensation expenses are estimated using the Black-Scholes option pricing model and rely on a number of estimates, such as the expected life of the option, the volatility of the underlying share price, the risk-free rate of return, and the estimated rate of forfeiture of options or warrants granted.

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs of disposing of the asset. The value in use calculation is based on a discounted cash flow (“DCF”) model. The cash flows are derived from the forecast for the next ten years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the performance of the assets of the CGU being tested. The determination of the Company’s CGUs is based on management’s judgement. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognized by the Company. Future events could cause the assumptions used in the impairment review to change with a consequential adverse effect on the results of the Company.

Income taxes

The Company computed an income tax provision in accordance with the applicable income tax laws. However, actual amounts of income tax expense only become final upon filing and acceptance of the tax return by the relevant authorities, which occurs subsequent to the issuance of the consolidated financial statements. Additionally, estimation of income taxes includes evaluation the recoverability of deferred tax assets based on an assessment of the ability to use the underlying future tax deductions before they expire against future taxable income. The assessment is based upon existing tax laws and estimates of future taxable income. The income tax provision is based on estimates of full-year earnings by jurisdiction. The average annual effective income tax rates are re-estimated at the end of each reporting period. To the extent that estimates and forecasts differ from actual results, adjustments are recorded in subsequent periods.

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ACQUISITION

12 Months Ended

Mar. 31, 2024

Disclosure of detailed information about business combination [abstract]

ACQUISITIONS

ACQUISITION

On October 23, 2023, Cybin completed the acquisition of Small Pharma and its wholly-owned subsidiary Small Pharma Ltd. (the “Acquisition”) and issued 0.2409 Common Shares for every one common share of Small Pharma outstanding, resulting in a total of 80,945,254 Common Shares being issued to Small Pharma shareholders. As a result of the Acquisition, Small Pharma became a wholly-owned subsidiary of Cybin. On December 16, 2023 the Company changed the name of Small Pharma Ltd to Cybin UK Ltd.

In connection with the Acquisition, all unvested options of Small Pharma were vested and holders were able to exercise their options prior to the close of the Acquisition. All stock options of Small Pharma remaining unexercised at October 23, 2023 were cancelled and compensation of $0.001 per stock option was paid to the optionees.

As at October 23, 2023 Small Pharma’s patent portfolio consisted of 17 active patent families with 92 pending applications and 30 granted patents across its psychedelic and non-psychedelic portfolio.

The Company has determined that the Acquisition was a business combination under IFRS. In accordance with the measurement period permitted under IFRS 3 - Business Combinations, the fair value of the assets acquired and liabilities assumed have been estimated as follows for the purposes of these condensed interim consolidated financial statements. This fair valuation is provisional, and its finalization is to be completed within one year from the business combination date as allowed under IFRS 3 and adjusted retrospectively.

Acquisition Summary
Share Consideration	$	53,481
Fair value of purchaser consideration	$	53,481
Provisional Allocation of Purchase Price
Cash	$	7,632
Current assets	$	510
Net equipment	$	37
Intellectual property	$	29,339
Right of use asset	$	412
Lease liability	$	(415)
Liabilities assumed	$	(6,686)

Goodwill	$	22,652
Total allocation of purchase price	$	53,481

A professional valuator has been engaged by the Company to estimate the value of the assets of Small Pharma for

the purpose of the final purchase price allocation. Accordingly, the above estimated values may be subject to change.

As at February 28, 2023, Small Pharma had Canadian loss carry forwards of $9,393 and UK loss carry forwards (stated in Canadian dollars) of $46,631. No value has been ascribed to loss carry forward in these consolidated financial statements. Tax values of assets acquired may differ from their accounting values.

The following revenue and net loss is attributable to the period from Acquisition date to March 31, 2024 and included in these consolidated financial statements.

Revenue	$	—
Net loss	$	(1,666)

XML

EQUIPMENT

12 Months Ended

Mar. 31, 2024

Property, Plant and Equipment1 [Abstract]

EQUIPMENT

EQUIPMENT

Equipment consists as follows:

	Lab Equipment	Computer Equipment	Total
Cost	$	$	$
Balance as at March 31, 2022	475	238	713
Additions	142	—	142
Effect of foreign exchange	47	1	48
Balance as at March 31, 2023	664	239	903
Acquisition from Small Pharma	—	37	37
Additions	—	21	21
Computer equipment write-down	—	(33)	(33)
Effect of foreign exchange	—	1	1
Balance as at March 31, 2024	664	266	930
Accumulated Depreciation
Balance as at March 31, 2022	138	84	222
Depreciation charge	135	79	214
Effect of foreign exchange	17	—	17
Balance as at March 31, 2023	290	163	453
Depreciation charge	137	86	223
Computer equipment write-down	—	(15)	(15)
Effect of foreign exchange	3	—	3
Balance as at March 31, 2024	430	234	664
Net book value as at March 31, 2023	374	76	450
Net book value as at March 31, 2024	234	32	266

XML

INTANGIBLE ASSETS

12 Months Ended

Mar. 31, 2024

Intangible Assets [Abstract]

INTANGIBLE ASSETS

INTANGIBLE ASSETS

	IP Research & Development	Patents	Licenses	Software	Total
Cost	$	$	$	$	$
Balance as at March 31, 2022	1,566	443	—	74	2,083
Additions	1,342	495	1,330	—	3,167
Effect of foreign exchange	168	40	49	—	257
Balance as at March 31, 2023	3,076	978	1,379	74	5,507
Acquisition of Small Pharma	29,339	—	—	—	29,339
Additions	—	689	—	—	689
Effect of foreign exchange	25	1	2	—	28
Balance as at March 31, 2024	32,440	1,668	1,381	74	35,563
Accumulated Amortization
Amortization charge	—	—	19	18	37
Balance as at March 31, 2023	—	—	19	18	37
Amortization charge	—	—	37	24	61
Balance as at March 31, 2024	—	—	56	42	98
Net book value as at March 31, 2023	3,076	978	1,360	56	5,470
Net book value as at March 31, 2024	32,440	1,668	1,325	32	35,465

IP Research & Development

See note 4 for information on the Small Pharma Acquisition.

On July 11, 2022, the Company completed the acquisition of a Phase 1 N,N-dimethyltryptamine (“DMT”) study (the “DMT Acquisition”) from Entheon Biomedical Corp. to accelerate the clinical development path for CYB004, Cybin’s proprietary deuterated DMT molecule for the potential treatment of anxiety disorders. The Company paid $1,000 for the DMT Acquisition, and assumed liabilities of $342.

Licenses

During the year ended March 31, 2023, the Company entered into multiple licensing agreements that provide Cybin with additional access to IP from over 15 more patents or patent applications, including the acquisition of an exclusive license to a targeted class of tryptamine-based molecules from Mindset Pharma Inc. (“Mindset”), for which it paid a one-time license fee of $680 (US$500). The licensing agreements collectively provide the Company with access to a broad range of preclinical molecule combinations for its library of psychedelic derivative drug development candidates. In addition to the exclusive license with Mindset, the Company spent an additional $650 on a licensing agreement.

Patents

Costs associated with patent procurement

Impairment

The Company performed its annual impairment test of intangible assets not yet in use at March 31, 2024. The recoverable amount was determined based on the relief from royalty method to arrive at the value-in-use (“VIU”). The Company considered an estimate of future revenues and a reasonable royalty rate to apply to financial projections based on the current budget and future commercialization plans. In assessing the VIU, estimated future cash flows are discounted to their present value using a discount rate that reflects the assessment of royalty and business opportunities and risk as well as the market potential. The VIU calculations were performed using a pre-tax discount rate of 15.7% and an estimated useful life of 15 years. Based on the Company’s assessment, the recoverable amount is higher than the carrying value and therefore no impairment loss was recorded for the year ended March 31, 2024.

XML

LEASES

12 Months Ended

Mar. 31, 2024

Presentation of leases for lessee [abstract]

LEASES

LEASES

RIGHT-OF-USE -ASSET
Cost
Balance as at March 31, 2023	$	—
Additions	$	412
Effect of foreign exchange	$	12
Balance as at March 31, 2024	$	424
Accumulated amortization
Balance as at March 31, 2023	$	—
Amortization	$	140
Effect of foreign exchange	$	3
Balance as at March 31, 2024	$	143
Net book value, March 31, 2024	$	281

    

LEASE LIABILITY
Balance as at March 31, 2023	$	—
Additions	415
Interest accretion	8
Effect of foreign exchange	17
Payments	(149)
Balance as at March 31, 2024	291
Current lease liabilities	$	291

XML

GOODWILL

12 Months Ended

Mar. 31, 2024

Goodwill [Abstract]

GOODWILL

GOODWILL

Goodwill is recognized at the acquisition date when total consideration exceeds the net identifiable assets acquired.

Cost	$
Balance as at March 31, 2022	22,892
Effect of foreign exchange	1,900
Balance as at March 31, 2023	24,792
Acquisition from Small Pharma	22,652
Effect of foreign exchange	31
Balance as at March 31, 2024	47,475

Impairment

For purposes of the Company’s goodwill impairment testing, the Company has grouped certain CGUs to test at the lowest level at which management monitors goodwill for internal management purposes, which is the Company wide level.

The Company performed its annual impairment test of goodwill at March 31, 2024. The recoverable amount was determined based on value-in-use (“VIU”) and considered the cash flows of the group of CGUs based on the current budget and future commercialization plans. In assessing the VIU, estimated future cash flows are discounted to their present value using a discount rate that reflects market assessments of the time value of money and the risks specific to the CGUs. The VIU calculations were performed using a pre-tax discount rate of 15.7%. The Company determined the terminal value as an estimate of the present value of the future cash flows in the terminal period, applying a terminal growth rate of 2%. Based on the Company’s assessment, the recoverable amount is higher than the carrying value and therefore no impairment loss was recorded for the year ended March 31, 2024.

XML

SHARE CAPITAL

12 Months Ended

Mar. 31, 2024

Share Capital, Reserves, and Other Equity Interest [Abstract]

SHARE CAPITAL

SHARE CAPITAL

a)Authorized share capital

The authorized share capital of Cybin consists of an unlimited number of Common Shares and an unlimited number of preferred shares without par value. The board of directors of Cybin would determine the designation, rights, privileges, and conditions attached to any preferred shares prior to issuance.

b)Issued share capital

Common Shares

As at March 31, 2024, the Company has 15,807,443 Common Shares held in escrow (2023: nil).

During the year ended March 31, 2024, the Company completed the following share issuances:

On August 23, 2023, the Company established a new at-the-market equity program (the “2023 ATM Program” and together with the 2022 ATM Program (see below), the “ATM Programs”) that allows the Company to issue and sell up to US$35,000 of Common Shares from treasury to the public, from time to time. Distributions of Common Shares under the 2023 ATM Program are made pursuant to the terms and conditions of an at-the-market equity distribution agreement (the “2023 Distribution Agreement”) dated August 23, 2023, among the Company, Cantor Fitzgerald Canada Corporation and Cantor Fitzgerald & Co. The 2023 ATM Program is to be effective until the earlier of the issuance and sale of all of the Common Shares issuable pursuant to the 2023 ATM Program and September 17, 2025, unless earlier terminated in accordance with the terms of the 2023 Distribution Agreement.

During the year ended March 31, 2024, the Company sold 34,140,507 Common Shares under the ATM Programs at an average price of $0.4549 (US$0.3374) per Common Share, for aggregate gross proceeds of $15,532 (US$11,518). Share issuance costs related to the ATM Programs for the year were $832.

On May 30, 2023, the Company entered into an agreement (the “LPC Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”). Subject to the terms and conditions of the LPC Agreement, the Company has the right to sell, and LPC is obligated to purchase, up to US$30,000 of Common Shares over a 36-month period at prices that are based on the market price at the time of each sale to LPC. Cybin, in its sole discretion, controls the timing and amount of all sales of Common Shares under the LPC Agreement. During the year ended March 31, 2024, the Company sold 1,925,000 Common Shares, at an average price of $0.3236 (US$0.2417) per Common Shares, for aggregate gross proceeds of $623 (US$465) pursuant to the LPC Agreement. Share issuance costs related to the LPC Agreement for the year ended March 31, 2024 were $476 (US$351).

Cybin has the right to terminate the LPC Agreement at any time at no cost or penalty. LPC has agreed not to engage in any short selling or hedging activity of any kind in the Common Shares. As consideration for LPC’s obligation to purchase Common Shares from the Company at its direction under the LPC Agreement, Cybin issued 2,538,844 Common Shares to LPC as a commitment fee on May 30, 2023. The LPC Agreement provides that Cybin may not issue or sell any Common Shares to LPC under the LPC Agreement which, when aggregated with all other Common Shares then beneficially owned by LPC and its affiliates (as calculated pursuant to Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder), would result in LPC beneficially owning more than 9.99% of the outstanding Common Shares. On July 31, 2023, Cybin announced that it had suspended all sales under the LPC Agreement. On August 23, 2023, the Company filed a prospectus supplement to the base shelf prospectus dated August 17, 2023 to re-qualify sales of up to US$30,000 of the Company’s Common Shares pursuant to the LPC Agreement.

On August 4, 2023, the Company completed a public offering (the “August 2023 Offering”) of 24,264,706 units of the Company (the “August 2023 Units”) at a price of US$0.34 per August 2023 Unit for gross proceeds of $11,018(US$8,250) pursuant to a supplement to the Company’s short form base shelf prospectus dated July 5, 2021. Each August 2023 Unit is comprised of one Common Share and one Common Share purchase warrant (the “August 2023 Warrants”). Each August 2023 Warrant is exercisable to acquire one Common Share at a price of $0.53(US$0.40) for a period of 60 months from issuance, subject to acceleration in certain circumstances. In connection with the Offering, Cybin paid the underwriters a cash commission of $506(US$379) and incurred additional share issuance costs, being professional fees of $622(US$465).

On November 14, 2023, the Company completed a public offering (the “November 2023 Offering”) of 66,666,667 units of the Company (the “November 2023 Units”) at a price of US$0.45 per November 2023 Unit for gross proceeds of $41,107(US$30,000) pursuant to a supplement to the Company’s short form base shelf prospectus dated August 17, 2023. Each November 2023 Unit is comprised of one Common Share and one Common Share purchase warrant (the “November 2023 Warrants”). Each November 2023 Warrant is exercisable to acquire one Common Share at a price of$0.70 (US$0.51) between May 14, 2024 and May 14, 2029, subject to acceleration in certain circumstances. In connection with the November 2023 Offering, Cybin paid the underwriters a cash commission of $2,096(US$1,530) and incurred additional share issuance costs being professional fees of $339(US$247).

On March 19, 2024, the Company completed a private placement (the “March 2024 Offering”) of 348,837,210 Common Shares at a price of US$0.43 per Common Share for gross proceeds of $202,995(US$150,000). 15,807,443 Common Shares issued in the March 2024 Offering are subject to resale restrictions until the July 20, 2024. In connection with the March 2024 Offering, Cybin paid the agent cash commission of $11,726(US$8,665) and incurred additional share issuance costs being professional fees of $78(US$58).

During the year ended March 31, 2023, the Company completed the following share issuances:

On August 8, 2022, the Company established an at-the-market equity program (the “2022 ATM Program”) that allowed the Company to issue and sell up to US$35,000 of Common Shares from treasury to the public, from time to time. Distributions of Common Shares under the 2022 ATM Program are made pursuant to the terms and conditions of an at-the-market equity distribution agreement dated August 8, 2022 among the Company, Cantor Fitzgerald Canada Corporation and Cantor Fitzgerald & Co. The 2022 ATM Program was effective until August 5, 2023. when it automatically terminated in accordance with the terms of the Distribution Agreement.

Up to March 31, 2023 the Company had sold 20,754,120 Common Shares under the 2022 ATM program at an average price of $0.6819 (US$0.5079) per Common Share, for aggregate gross proceeds of $14,152 (US$10,541). Share issuance costs for the year ended March 31, 2023 were $950.

Preferred Shares

As at March 31, 2024, the Company has nil preferred shares outstanding (March 31, 2023- nil).

Cybin US Class B Shares

	Number of Class B Shares
Balance as at March 31, 2022	1,047,135.1
Issued on achievement of milestones	360,374.2
Converted into Common Shares	(876,967.2)
Balance as at March 31, 2023	530,542.1
Converted to Common Shares	(494,457.4)
Balance as at March 31, 2024	36,084.7

As at March 31, 2024, 36,084.7 Class B Shares were outstanding, and are exchangeable for a total of 360,847 Common Shares. These consolidated financial statements reflect issued Class B Shares on an as-converted basis.

During the year ended March 31, 2024 no additional Class B shares were issued. As of March 31, 2023 all Milestones were achieved and all eligible Class B shares were issued.

During the year ended March 31, 2023, the Company issued Class B Shares as follows:

On April 1, 2022, 22,428.3 Class B Shares were issued to Former Adelia Shareholders due to the achievement of the Milestone identified as Year 2 Q2 (iv), having an aggregate value of $229 at a price per Class B Share of $10.20. These Class B Shares are exchangeable for a total of 224,283 Common Shares, representing an effective issue price of $1.02 per Common Share. In consideration for the Milestone achieved, on June 22, 2022, an additional 456.5 Class B Shares having an aggregate value of $5 were issued to Former Adelia Shareholders.

On June 24, 2022, 266,933.1 Class B Shares were issued to Former Adelia Shareholders due to the achievement of certain Milestones identified as Y2, Q2 (i), (vi), Y2, Q3 (ii), Year 2 Q4 (i) and Year 3 Q1 (i), (ii), (iii), having an aggregate value of $2,034 at a price per Class B Share of $7.62. These Class B Shares are exchangeable for a total of 2,669,331 Common Shares, representing an effective issue price of $0.76 per Common Share.

On June 27, 2022, 37,366.2 Class B Shares were issued to Former Adelia Shareholders due to the achievement of the Milestone identified as Y2, Q3 (i), having an aggregate value of $280 at a price per Class B Share of $7.50. These Class B Shares are exchangeable for a total of 373,662 Common Shares, representing an effective issue price of $0.75 per Common Share.

On August 31, 2022, 33,190.1 Class B Shares were issued to Former Adelia Shareholders due to the achievement of the Milestone identified as Y2, Q4 (ii), having an aggregate value of $468 at a price per Class B Share of $14.10. These Class B Shares are exchangeable for a total of 331,901 Common Shares, representing an effective issue price of $1.41 per Common Share.

With the fulfillment of all of the remaining milestones during the year ended March 31, 2023, it is not anticipated that any additional Class B Shares will be issued.

c)Warrants

The continuity of the outstanding warrants for the years ended March 31, 2024 and March 31, 2023, are as follows:

	Number of Warrants	Weighted average exercise price
		$
Common Share Purchase Warrants
As at March 31, 2022	25,548,836	1.22
Exercised	(1,164,638)	0.31
Expired	(1,153,713)	0.75
As at March 31, 2023	23,230,485	1.29
Issued	90,931,373	0.67
Exercised	(101,000)	0.53
Expired	(7,805,360)	3.47
Outstanding as at March 31, 2024	106,255,498	0.60
Exercisable as at March 31, 2024	39,588,831	0.44
Unit Purchase Warrants(1)
As at March 31, 2022	868,740	2.25
Exercised	—	—
As at March 31, 2023	868,740	2.25
Expired	(868,740)	2.25
Outstanding as at March 31, 2024	—	—
Exercisable as at March 31, 2024	—	—

(1) Each unit consisted of one Common Share and one half of one Common Share purchase warrant, with each Common Share purchase warrant being exercisable to acquire one Common Share at an exercise price of $3.25 per Common Share.

During the year ended March 31, 2024, the Company had the following movement in warrants:

During the year ended March 31, 2024, 101,000 Common Share purchase warrants (March 31, 2023 - 1,164,638) were exercised by various holders for aggregate proceeds to the Company of $56 (March 31, 2023 - $362).

During the year ended March 31, 2024, 7,805,360 warrants with a weighted average exercise price of $3.47 expired.

During the year ended March 31, 2024, the Company completed the following warrant issuances:

On August 4, 2023, Cybin issued 24,264,706 “August 2023 Warrants” in connection with the August 2023 Offering. Each August 2023 Warrant is exercisable to acquire one Common Share at a price of US$0.40 per Common Share until August 4, 2028, subject to acceleration in certain circumstances.

The Company estimated the aggregate fair value of the August 2023 Warrants using the Black-Scholes option pricing model to be $4,600(US$3,442) with the following assumptions:

Risk-free interest rate                  3.87%

Expected annual volatility rate based on comparable companies                      95.0%

Expected life (in years)                                      5

Expected divided yield                                      0.00%

Share price                                         US$0.34

Exercise price                                     US$0.40

On November 14, 2023, Cybin issued 66,666,667 “November 2023 Warrants” in connection with the November 2023 Offering. Each November 2023 Warrant is exercisable from May 14, 2024 to May 14, 2029 to acquire one Common Share at a price of US$0.51, subject to acceleration in certain circumstances.

The Company estimated the aggregate fair value of the November 2023 Warrants using the Black-Scholes option pricing model to be $17,842(US$12,299) with the following assumptions:

Risk-free interest rate                  3.76%

Expected annual volatility rate based on comparable companies                      95.0%

Expected life (in years)                                      5.5

Expected divided yield                                      0.00%

Share price                                         US$0.46

Exercise price                                     US$0.51

The following summarizes information about Common Shares purchase warrants outstanding at March 31, 2024:

Date of Expiry	Warrants outstanding	Warrants exercisable	Weighted average of exercisable price	Estimated grant date fair value	Weighted average remaining contractual life
			$	$000’s	Years
June 15, 2025	12,800,000	12,800,000	0.25	2,319	2.21
August 20, 2025	1,475,125	1,475,125	0.64	680	2.39
November 15, 2025	1,150,000	1,150,000	0.25	220	2.63
August 4, 2028(1)	24,163,706	24,163,706	US$0.40	4,578	4.34
May 14, 2029(2)	66,666,667	—	US$0.51	17,842	5.12
	106,255,498	39,588,831	0.44	25,639	4.38

1) On August 4, 2023, the August 2023 Warrants were issued at US$0.40 which was equivalent to $0.53.

(2) On November 14, 2023, the November 2023 Warrants were issued at US$0.51 which was equivalent to $0.70.

As at March 31, 2024, the Company has no Common Share purchase warrants held in escrow (2023 - nil).

The Company recognized share-based payments compensation related to the issuance of Common Share purchase warrants for the year ended March 31, 2024 of $0 (2023 - $6).

d)Stock options

On November 5, 2020, Cybin adopted an equity incentive plan. Under the plan, the board of directors may grant share-based awards to acquire such number of Common Shares as is equal to up to 20% of the total number of issued and outstanding Common Shares at the time such awards are granted. Options granted under the plan vest over a period of time at the discretion of the board of directors. On August 16, 2021, the board of directors and the shareholders approved an amendment to the equity incentive plan to modify certain provisions for awards granted to residents of the United States, to increase the fixed number of Incentive Stock Options (as defined in the plan) and certain other housekeeping amendments.

The changes in options for the years ended March 31, 2024 and 2023 are as follows:

	Number of Options	Weighted average exercise price
		$
As at March 31, 2022	28,885,002	1.45
Granted	2,475,000	0.91
Forfeited/Expired	(1,790,202)	2.20
As at March 31, 2023	29,569,800	1.36
Granted	38,445,000	0.69
Forfeited/Expired	(1,813,800)	1.16
Outstanding as at March 31, 2024	66,201,000	0.93
Exercisable as at March 31, 2024	56,449,750	0.98

During the year ended March 31, 2024, the Company completed the following option issuances:

On June 29, 2023, the Company granted options to purchase up to 11,615,000 Common Shares, of which 3,991,000 were granted to employees, 3,763,000 were granted to officers of the Company, 3,076,000 were granted to consultants, and 785,000 were granted to directors of the Company. The granted options have an exercise price of $0.44 per Common Share and expire on June 30, 2028. The granted options have different vesting schedules; 1,500,000 options vested immediately, 700,000 options vest over three months, 100,000 options vest over one year, and 9,315,000 options vest over two years. The aggregate estimated grant date fair value was determined to be $4,080, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.78%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.47
Exercise price	$	0.44

On September 26, 2023, the Company granted options to purchase up to 1,210,000 Common Shares, of which 135,000 were granted to an employee and, 1,075,000 were granted to consultants. The granted options have an exercise price of $0.79 per Common Share, and 975,000 options expire on September 26, 2026 and the remaining 235,000 options expire on September 26, 2028. The granted options have different vesting schedules. 375,000 options vest over three months, 200,000 options vest over six months, 400,000 options vest over one year, 100,000 options vest over fifteen months, and 135,000 options vest over 18 months.

The aggregate estimated grant date fair value was determined to be $577, calculated using the Black-Scholes option pricing model with the following assumptions:

Options expiring on September 26, 2026.

Risk-free interest rate	4.68%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3.00
Expected dividend yield	0.00%
Share price	$	0.79
Exercise price	$	0.79

Options expiring on September 26, 2028.

Risk-free interest rate	4.28%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.79
Exercise price	$	0.79

On November 16, 2023, the Company granted options to purchase up to 25,600,000 Common Shares, of which 22,200,000 were granted to officers, 1,600,000 were granted to directors, 1,300,000 were granted to employees and 500,000 were granted to a consultant. The granted options have an exercise price of $0.715 per Common Share, 500,000 options expire on November 16, 2026 and the remaining 25,100,000 options expire on November 16, 2028. The granted options have different vesting schedules. 18,850,000 options vest immediately and 6,750,000 options vest over two years.

The aggregate estimated grant date fair value was determined to be $10,907, calculated using the Black-Scholes option pricing model with the following assumptions:

Options expiring on November 16, 2026.

Risk-free interest rate	4.28%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3.00
Expected dividend yield	0.00%
Share price	$	0.60
Exercise price	$	0.72

Options expiring on November 16, 2028.

Risk-free interest rate	4.28%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.60
Exercise price	$	0.72

On March 20, 2024, the Company granted options to purchase up to 20,000 Common Shares to an employee with an exercise price of $0.56 per Common Share which expire on March 20, 2029 and vest over two years.

The aggregate estimated grant date fair value was determined to be $8, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.52%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.56
Exercise price	$	0.56

During the year ended March 31, 2024, the Company amended the expiry dates of certain options with former employees and consultants of the Company.

During the year ended March 31, 2023, the Company completed the following option issuances:

On June 30, 2022, the Company granted options to purchase up to: 65,000 Common Shares to employees, with an exercise price of $1.00 per Common Share and vesting over two years. The options expire on June 30,

2027. The aggregate estimated grant date fair value was determined to be $32, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.10%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.72
Exercise price	$	1.00

On June 30, 2022, the Company granted options to purchase up to 500,000 Common Shares to consultants, with an exercise price of $0.90 per Common Share. The options vested immediately and expire on June 30, 2025. The estimated grant date fair value was determined to be $183, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.14%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.72
Exercise price	$	0.90

On August 15, 2022, the Company granted options to purchase up to 800,000 Common Shares to consultants, with an exercise price of $1.00 per Common Share and vesting over two years. The options expire on August 15, 2025. The estimated grant date fair value was determined to be $429, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.11%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.97
Exercise price	$	1.00

On August 15, 2022, the Company granted options to purchase up to 20,000 Common Shares to an employee, with an exercise price of $1.00 per Common Share and vesting over two years. The options expire on August 15, 2027. The estimated grant date fair value was determined to be $14, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	2.88%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5
Expected dividend yield	0.00%
Share price	$	0.97
Exercise price	$	1.00

On September 30, 2022, the Company granted options to purchase up to 270,000 Common Shares to consultants, with an exercise price of $0.75 per Common Share and vesting over two years. The options expire on September 30, 2025. The estimated grant date fair value was determined to be $102, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.72%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.67
Exercise price	$	0.75

On September 30, 2022, the Company granted options to purchase up to 245,000 Common Shares to employees, with an exercise price of $1.00 per Common Share and vesting over two years. The options expire on September 30, 2027. The estimated grant date fair value was determined to be $98, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.32%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5
Expected dividend yield	0.00%
Share price	$	0.67
Exercise price	$	1.00

On November 16, 2022, the Company granted options to purchase up to 200,000 Common Shares to a consultant with an exercise price of $0.91 per Common Share. The options vested immediately and expire on November 15, 2025. The estimated grant date fair value was determined to be $53, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.78%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.58
Exercise price	$	0.91

On November 16, 2022, the Company granted options to purchase up to 375,000 Common Shares to consultants with an exercise price of $0.75 per Common Share. The options vested immediately and expire on November 15, 2025. The estimated grant date fair value was determined to be $110, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.78%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.58
Exercise price	$	0.75

The following summarizes information about stock options outstanding on March 31, 2024:

	Exercise Price	Number of options outstanding	Number of options exercisable	Weighted average remaining life	Recognized estimated grant date fair value
Expiry date	$			Years	$000’s
June 15, 2025	0.25	2,350,000	2,350,000	1.21	420
June 30, 2025	0.90	500,000	500,000	1.25	183
August 14, 2025	1.00	737,500	737,500	1.37	429
September 30, 2025	0.75	270,000	260,625	1.50	97
October 12, 2025	0.75	3,000,000	3,000,000	1.53	1,607
November 4, 2025	0.75	5,700,000	5,700,000	1.60	3,057
November 13, 2025	0.88	500,000	500,000	1.62	315
November 15, 2025	0.75	375,000	375,000	1.63	110
November 15, 2025	0.91	200,000	200,000	1.63	53
December 11, 2025	1.48	700,000	700,000	1.70	741
December 14, 2025	1.74	1,589,100	1,589,100	1.71	1,971
December 28, 2025	1.89	760,000	760,000	1.74	1,027
January 2, 2026	1.89	225,000	225,000	1.76	304
February 15, 2026	2.03	150,000	150,000	1.88	218
February 16, 2026	2.03	150,000	150,000	1.88	218
March 10, 2026	1.39	1,186,300	1,186,300	1.94	1,185
March 15, 2026	1.55	300,000	300,000	1.95	360
March 28, 2026	1.36	1,575,000	1,575,000	1.99	1,540
March 29, 2026	1.32	37,500	37,500	1.99	36
March 31, 2026	1.35	250,000	250,000	2.00	243
June 28, 2026	2.90	3,160,000	3,160,000	2.24	6,589
August 16, 2026	2.48	215,000	215,000	2.38	383
August 18, 2026	2.48	300,000	300,000	2.38	519
September 26, 2026	0.79	975,000	975,000	2.49	439

	Exercise Price	Number of options outstanding	Number of options exercisable	Weighted average remaining life	Recognized estimated grant date fair value
September 27, 2026	2.87	195,000	195,000	2.49	403
September 27, 2026	3.15	545,000	545,000	2.49	1,105
November 16, 2026	0.72	500,000	125,000	2.63	81
December 31, 2026	1.50	1,250,000	1,250,000	2.75	1,352
December 31, 2026	3.15	20,000	20,000	2.75	18
March 4, 2027	1.13	1,075,600	1,075,600	2.92	878
March 4, 2027	3.15	40,000	40,000	2.92	25
March 8, 2027	1.02	400,000	400,000	2.93	295
June 30, 2027	1.00	65,000	65,000	3.25	32
August 14, 2027	1.00	20,000	20,000	3.37	14
September 30, 2027	1.00	220,000	190,625	3.50	95
June 30, 2028	0.44	11,310,000	6,805,000	4.25	3,297
September 26, 2028	0.79	235,000	105,000	4.49	98
November 16, 2028	0.72	25,100,000	20,412,500	4.63	9,438
March 20, 2029	0.56	20,000	5,000	4.97	2
		66,201,000	56,449,750	2.40	39,177

As at March 31, 2024, the Company has no options held in escrow (2023 - nil).

The Company recognized share-based payments expense related to the issuance of stock options for the year ended March 31, 2024 of $13,886 (2023 - $4,680).

The outstanding options and warrants disclosed above were anti-dilutive for the year ended March 31, 2024 and did not impact the calculation of the loss per share.

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RELATED PARTY TRANSACTIONS AND BALANCES

12 Months Ended

Mar. 31, 2024

Related Party [Abstract]

RELATED PARTY TRANSACTIONS AND BALANCES

RELATED PARTY TRANSACTIONS AND BALANCES

Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined its key management personnel to be executive officers and directors of the Company.

The remuneration of key management personnel for the years ended March 31, 2024 and 2023 are as follows:

	Year ended March 31,
	2024	2023
	$	$
Payroll, consulting and benefits(1)	6,406	5,966
Share-based compensation
Options	8,643	2,346
Warrants	—	3
Total	15,049	8,315

(1) For the year ended March 31, 2024, includes $5,145 presented in the consolidated statement of loss and comprehensive loss as a part of “General and administrative costs” and $1,261 presented in the consolidated statement of loss and comprehensive loss as a part of “Research”.

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GENERAL AND ADMINISTRATIVE EXPENSES

12 Months Ended

Mar. 31, 2024

Analysis of income and expense [abstract]

GENERAL AND ADMINISTRATIVE EXPENSES

GENERAL AND ADMINISTRATIVE EXPENSES

	Year ended March 31,
	2024	2023
	$	$
Payroll, consulting and benefits	8,248	6,272
Capital market	11,519	6,323
Office and administration	2,945	3,731
Professional and consulting fees	4,918	2,142
Investor relations	1,896	984
Marketing media	1,895	881
Business development	896	654
Listing fees	271	354
Total	32,588	21,341

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RESEARCH EXPENSES

12 Months Ended

Mar. 31, 2024

Analysis of income and expense [abstract]

RESEARCH EXPENSES

RESEARCH EXPENSES

	Year ended March 31,
	2024	2023
	$	$
Advancement of development programs	22,799	14,360
Payroll and benefits	8,319	8,830
Professional and consulting fees	210	1,159
Lab and administration	1,034	1,142
Total	32,362	25,491

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CONTRACTS, COMMITMENTS AND CONTINGENCIES

12 Months Ended

Mar. 31, 2024

Commitments [Abstract]

CONTRACTS, COMMITMENTS AND CONTINGENCIES

CONTRACTS, COMMITMENTS AND CONTINGENCIES

As at March 31, 2024, the Company had entered into agreements for various studies which may require the Company to spend up to an additional $6,625. The Company expects to pay this amount within the 12 months ending March 31, 2025, however the timing and certainty of the payments are contingent on availability of materials and successful completion of certain milestones. The Company has the right to cancel the studies at its discretion, in which case a cancellation fee may apply, however the Company is not liable to pay the full amount of the studies.

In addition to the above, during the year ended March 31, 2022, the Company entered into an exclusive license agreement with Mindset to acquire access to a number of classes of tryptamine-based molecules to support Company’s early-stage research programs and a fully-paid, perpetual non-exclusive license to a separate class of tryptamine-based molecules. Upon the successful completion of certain milestones contemplated in the exclusive license, the Company may have to pay additional consideration of up to $12,844 (US$9,500). At the sole discretion of Cybin, the milestones may be paid in cash or in Common Shares, or a combination thereof, subject to the approval of the Cboe. Due to the nature of the arrangement, the timing and probability of future potential payments cannot be determined at this time, and no accrual has been recorded. Further, there is no assurance that the aforementioned milestones will be met at all. The agreement

also contemplates a sales royalty of approximately 2% for all commercialized licensed products within the scope of the agreement.

The Company is party to certain employee and management contracts that contain severance obligations. These contracts contain clauses requiring additional payments to be made upon the occurrence of involuntary termination. As the likelihood of these events taking place is not determinable, no contingent liabilities have been recorded in the consolidated financial statements.

In the normal course of business, the Company may be subject to legal proceedings and claims. As at March 31, 2024, there was no ongoing litigation and therefore no contingent liabilities have been recorded.

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CAPITAL MANAGEMENT

12 Months Ended

Mar. 31, 2024

Capital Management [Abstract]

CAPITAL MANAGEMENT

CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue business opportunities and to maintain a flexible capital structure that optimizes the costs of capital at an acceptable risk. The Company’s intentions are to (i) provide financial capacity and flexibility in order to preserve its ability to meet its strategic objectives and financial obligations; (ii) maintain a capital structure which allows the Company to respond to changes in economic and marketplace conditions and affords the Company the ability to participate in new investments; (iii) optimize the use of its capital to provide an appropriate investment return to its shareholders equal with the level of risk; and (iv) maintain a flexible capital structure which optimizes the cost of capital at acceptable levels of risk.

The Company’s financial strategy is formulated and adapted according to market conditions in order to maintain a flexible capital structure that is consistent with its objectives and the risk characteristics of its underlying assets. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying assets. The Company maintains or adjusts its capital level to enable it to meet its objectives by raising capital through the issuance of securities.

The Company’s capital management objectives, policies and processes generally remained unchanged during the year ended March 31, 2024.

The Company requires capital to fund existing and future operations and meet regulatory capital requirements. The Company’s policy is to maintain adequate levels of capital at all times.

The Company’s capital structure includes the following:

As at	March 31, 2024	March 31, 2023
	$	$
Shareholders’ equity comprised of:
Share capital	443,877	158,162
Contributed surplus	11,750	2,102
Options reserve	39,177	27,283
Warrants reserve	25,639	10,873
Accumulated other comprehensive loss	(2,285)	(2,035)
Deficit	(226,231)	(148,151)
Total	291,927	48,234

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FINANCIAL INSTRUMENTS

12 Months Ended

Mar. 31, 2024

Financial Instruments [Abstract]

FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS

The Company’s financial instruments are exposed to certain financial risks, which include currency risk, credit risk, liquidity risk and interest rate risk.

The Company has classified its financial instruments as follows:

As at	March 31, 2024	March 31, 2023
	$	$
Financial assets, measured at fair value:
Cash	208,992	16,633
Financial assets, measured at amortized cost:
Accounts receivable	254	42
Financial liabilities, measured at amortized cost:
Accounts payable and accrued liabilities	9,805	5,663
Lease liabilities	291	—

The carrying value of the Company’s financial instruments approximate their fair value.

Fair value Hierarchy of Financial Instruments

The Company has categorized its financial instruments that are carried at fair value, based on the priority of the inputs to the valuation techniques used to measure fair value, into a three-level fair value hierarchy as follows:

Level 1: Fair value is based on unadjusted quoted prices for identical assets or liabilities in an active market. The types of assets and liabilities classified as Level 1 generally included cash.

Level 2: Fair value is based on quoted prices for similar assets or liabilities in active markets, valuation that is based on significant observable inputs, or inputs that are derived principally from or corroborated with observable market data through correlation or other means. Currently, the Company has no financial instruments that would be classified as Level 2.

Level 3: Fair value is based on valuation techniques that require one or more significant inputs that are not based on observable market inputs. These unobservable inputs reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability. Investments and any contingent liabilities are classified as Level 3.

There were no transfers between levels of the fair value hierarchy for the year ended March 31, 2024.

The following table presents the changes in level 3 financial assets for the for two years ended March 31, 2024 :

	$
Balance as at March 31, 2022	242
Interest income	18
Change in fair value of investments measured at fair value through profit or loss	(260)
Balance as at March 31, 2023	—
Interest income	—
Change in fair value of investments measured at fair value through profit or loss	—
Balance as at March 31, 2024	—

The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements:

Description	Fair Value as at		Unobservable inputs	Range of inputs	Relationship of unobservable inputs to fair value
	March 31, 2024	March 31, 2023
	$	$
Rx Hybrid Instrument	—	—	Fair value interest rate of loan and conversion feature	10%	Increase/decrease in the fair value rate by 1% would not have a material effect on the fair value of the investment

Financial risk management

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash is exposed to credit risk. The Company reduces its credit risk on cash by placing these instruments with institutions of high credit worthiness. As at March 31, 2024, the Company’s maximum exposure to credit risk is the carrying value of its financial assets.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company manages liquidity by maintaining adequate cash balances to meet liabilities as they become due.

As at March 31, 2024, the Company had cash of $208,992 (March 31, 2023 - $16,633) in order to meet current liabilities. Accounts payable and accrued liabilities include trade payables and other obligations of $10,096 (March 31, 2023 - $5,663), all amounts are due within the next 12 months.

Market risk

The significant market risks to which the Company is exposed are interest rate risk and currency risk.

Interest rate risk

Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rate. In seeking to minimize the risks from interest rate fluctuations, the Company manages exposure through its normal operating and financing activities. As at March 31, 2024, the Company has determined its exposure to interest rate risk is minimal.

Currency risk

The Company is exposed to currency risk to the extent that monetary operational expenses are denominated in both CAD and USD while the functional currency of CAD is used for reporting. The Company has not entered into any foreign currency contracts to mitigate this risk.

At March 31, 2024, the Company had the following balances in monetary assets and monetary liabilities which are subject to fluctuation against CAD:

Denominated in:	US$000’s		GBP 000’s		EUR 000’s
Cash	148,713		509		425
Accounts payable and accrued liabilities	(343)		(299)		(201)
Lease liability	—		(217)		—
	148,370		(7)		225
Foreign currency rate	1.3550		1.7114		1.4632
Equivalent in Canadian dollars	$	201,041	$	(12)	$	329
Impact of 10% change in foreign currency rate	$	20,104	$	(1)	$	33

Based on the above net exposures as at March 31, 2024, and assuming that all other variables remain constant, a 10% change of the USD, GBP and EUR, against the CAD would impact net loss by approximately by $20,138.

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INCOME TAX

12 Months Ended

Mar. 31, 2024

Income Taxes [Abstract]

INCOME TAX

INCOME TAX

Major items causing the Company’s income tax rate to differ from the Canadian statutory rate of approximately 26.5% are as follows:

	Year ended March 31,
	2024		2023
Net loss before income taxes	$	(78,080)	$	(47,490)
Expected recovery at statutory rate	$	20,691	$	12,585
Non-capital loss acquired on acquisition of subsidiary	$	11,658	$	—
Share-based compensation	$	(3,680)	$	(1,242)
Share issuance costs	$	4,420	$	321
Difference between Canadian and foreign tax rates	$	(5,440)	$	(4,032)
Effect of exchange on unbooked deferred tax assets	$	(112)	$	438
Non-deductible expenses	$	(132)	$	(338)
Change in unrecognized deferred tax assets	$	(27,405)	$	(7,732)
Income tax recovery	$	—	$	—

The significant components of the Company’s temporary differences, unused tax credits and unused tax losses, that have not been included on the consolidated statements of financial position, are as follows:

As at	March 31, 2024		March 31, 2023
Non-capital loss carryforwards	$	43,083	$	19,371
Deferred compensation	$	1,474	$	1,474
R&D expenditures	$	1,681	$	1,053
Share issuance costs	$	4,361	$	1,303
Depreciation/CCA differences	$	7	$	(6)
Other	$	—	$	6
	$	50,606	$	23,201
Valuation allowance	$	(50,606)	$	(23,201)
	$	—	$	—

The non-capital losses in Canada expire as follows:

Year of expiry
2040	$	740
2041	$	19,193
2042	$	12,234
2043	$	10,704
2044	$	24,397
	$	67,268

This loss carryforward in the United States consists of:

Pre-acquisition loss generated in the period ended December 4, 2020	$	992
Post-acquisition loss generated in the period ending March 31, 2021	$	1,323
Loss generated in the year ending March 31, 2022	$	5,849
Loss generated in the year ending March 31, 2023	$	5,311
Loss generated in the year ending March 31, 2024	$	2,792
	$	16,267

Although the US federal losses carryforward indefinitely, they are subject to restrictions on their deductibility. The deductibility of the pre-acquisition loss and the post-acquisition loss is restricted to 80% of taxable income in the year of deduction. The pre-acquisition loss is further restricted to an annual limitation under Section 382. As at March 31, 2024, the annual limitation was $144.

Massachusetts allows for a 20-year carryforward period for restricted and unrestricted losses without limitation.

The non-capital losses in Ireland expire as follows:

Year of expiry
2042	$	22,965
2043	$	23,017
2044	$	33,857
	$	79,839

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SUBSEQUENT EVENTS

12 Months Ended

Mar. 31, 2024

Events after reporting period [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

On April 1, 2024, pursuant to the provisions of the Business Corporations Act (Ontario), Small Pharma

completed a horizontal amalgamation with Cybin Corp., with Cybin Corp. being the resulting entity. As a

result of this amalgamation, Cybin UK Ltd. is now a wholly-owned subsidiary of Cybin Corp.

On April 5, 2024, the Company granted options to purchase up to 11,715,000 Common Shares, of which 7,250,000 were granted to officers and 4,465,000 were granted to employees. The granted options have an

exercise price of $0.56 per Common Share. All the options expire on April 5, 2029. 1,464,375 options vest immediately and 10,250,625 options vest over two years.

On May 5, 2024, the Company cancelled options(price ranged from $0.715 to $3.15) to purchase up to 45,586,900 Common Shares.

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MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (Policies)

12 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Statement of compliance

Statement of compliance

The Company’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

The policies applied to these consolidated financial statements are based on IFRS, which have been applied consistently to all periods presented. These consolidated financial statements were issued and effective as at June 25, 2024, the date the Board of Directors approved these consolidated financial statements.

Basis of measurement

Basis of measurement

These consolidated financial statements have been prepared on a going concern basis, under the historical cost convention, except for certain financial instruments classified at fair value upon initial recognition.

Functional and presentation currency

Functional and presentation currency

The functional currency of a company is the currency of the primary economic environment in which the company operates. The presentation currency for a company is the currency in which the company chooses to present its financial statements.

These consolidated financial statements are presented in Canadian dollars, the Company’s presentation currency. The subsidiaries’ functional currencies are as follows:

Entity	Currency	Ownership
Cybin Corp.	Canadian dollars	100%
Journey	Canadian dollars	100%
Serenity	Canadian dollars	100%
Cybin US1	Canadian dollars	100%
Adelia	U.S. dollars	100%
Cybin IRL	U.S. dollars	100%
Cybin UK Ltd.2	Great Britain pounds	100%
Small Pharma Inc. (“Small Pharma”)2	Canadian dollars	100%

1 For accounting purposes, Cybin US is a wholly-owned subsidiary of Cybin. Certain Former Adelia Shareholders (as defined below) hold Class B Shares (defined below) in Cybin US.

2 Cybin UK Ltd and Small Pharma Inc. which were acquired on October 23, 2023. Cybin UK Ltd. was formerly Small Pharma Ltd. and was a

wholly-owned subsidiary of Small Pharma Inc.

On April 1, 2024 Small Pharma Inc was amalgamated with Cybin Corp.

Basis of consolidation

CORPORATE INFORMATION

Cybin Inc. (“Cybin”), was incorporated under the Business Corporations Act (British Columbia) on October 13, 2016. These consolidated financial statements include the accounts of Cybin’s eight subsidiaries (together with Cybin, the “Company”): Cybin Corp., Natures Journey Inc. (“Journey”), Serenity Life Sciences Inc. (“Serenity”), Cybin US Holdings Inc. (“Cybin US”), Adelia Therapeutics Inc. (“Adelia”) Cybin IRL Limited (“Cybin IRL”), Cybin UK Ltd., and Small Pharma Inc. (“Small Pharma”). Cybin’s head office, principal address and registered address and records office is 100 King Street West, Suite 5600, Toronto, Ontario M5X 1C9.

The Company is a biopharmaceutical company focused on advancing psychedelic-based therapies, delivery mechanisms, novel compounds and protocols as potential treatments for various psychiatric and neurological conditions. The Company is developing technologies and delivery systems aimed at improving the pharmacokinetics of its psychedelic-based molecules while retaining the therapeutic benefit. These new molecules and delivery systems are expected to be studied through clinical trials to confirm safety and efficacy.

These consolidated financial statements as at, and for the year ended, March 31, 2024 were approved and authorized for issue by the board of directors on June 25, 2024.

Stock exchange listings

Cybin’s common shares (“Common Shares”) are listed for trading on the Cboe Canada Exchange Inc. (“Cboe’) and NYSE American LLC under the symbol “CYBN” and on the Frankfurt Stock Exchange under the symbol “R7E1”.

Basis of consolidation

The Company consolidates entities which it controls. Control exists when the Company has the power, directly and indirectly to govern the financial and operating policies of an entity and be exposed to the variable returns from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Intercompany balances, and any unrealized gains and losses or income and expenses arising from transactions with controlled entities are eliminated to the extent of the Company’s interest in the entity.

Cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents are comprised of cash on deposit and highly liquid short-term interest-bearing variable rate investments with an original maturity of three months or less, or which are readily convertible into a known amount of cash with no significant changes. As at March 31, 2024 and March 31, 2023 there were no cash equivalents.

Inventories

Inventories

Inventories include raw materials and finished goods. Raw materials are stated at the lower of cost and replacement cost with cost determined on a first-in, first-out basis. The Company monitors the shelf life and expiry of finished goods to determine when inventory values are not recoverable and a write-down is necessary.

Equipment

Equipment

Equipment consists of lab and computer equipment and are recorded at cost less accumulated depreciation and accumulated impairment losses. Cost includes all expenditures incurred to bring the asset to the location and condition necessary for them to be operating in the manner intended by management.

Depreciation is recognized based on the cost of the item less its estimated residual value, over its estimated useful life on a straight-line basis at the following rates:

•Lab equipment– 5 years

•Computer equipment– 3 years

An item of equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of loss and comprehensive loss when the asset is derecognized. The assets’ residual values, useful lives and methods of depreciation are reviewed at each reporting date and adjusted prospectively if appropriate.

Intangible Assets

Intangible Assets

Intangible assets include expenditures related to obtaining patents, software related items and in-process research and development (“IPR&D”). The amortization of software related items begins when the software is in use and will be amortized on a straight-line basis over a period of 3 years. The amortization of patent costs commences when the associated products are available for commercial sale and is amortized on a straight-line basis over its respective legal lives or economic life, if shorter. Patents have an estimated useful life of 17 years. Amortization methods, useful lives, and residual values are reviewed at each reporting date and adjusted if appropriate. Acquired IPR&D is capitalized based on technical feasibility and remains on the balance sheet, subject to impairment. Acquired IPR&D is initially measured at fair value and recognized as an indefinite-lived intangible asset until completion or abandonment of the related project. Amortization commences when the assets become available for use. Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in operations as incurred.

Development activities involve a plan or design for the production of new, or substantially improved, products or processes related to the Company’s development of psychedelic-based therapeutics. Development expenditures are capitalized only if the relevant IFRS criteria are met. Capitalized development expenditures are amortized from the beginning of commercial production and sales and are amortized on a straight-line basis over the remaining useful life of the related patents. Development expenditures, in relation to the Company’s psychedelic-based therapeutics, have not satisfied the above criteria and are recognized in operations as incurred.

Goodwill

Goodwill

Goodwill represents the excess of the consideration transferred for the acquisition of an entity over the fair value of the net identifiable assets. Goodwill is initially measured at cost, and subsequently recorded at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company’s cash-generating units (“CGUs”) that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those CGUs. The Company tests for impairment annually, or when indications of impairment exist. Impairment is determined for goodwill by assessing if the carrying value of CGUs, including goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs of disposal and the value in use. Impairment losses recognized in respect of the CGUs are first allocated

to the carrying value of goodwill and any excess is allocated to the carrying amount of assets in the CGUs. Any goodwill impairment is recorded in the consolidated statement of loss and comprehensive loss.

Impairment of long-lived assets

Impairment of long-lived assets

Long-lived assets, including equipment and intangible assets, are reviewed for impairment at each consolidated statement of financial position date or whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its recoverable amount. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs to sell, the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s cash-generating unit, which is the lowest group of assets in which the asset belongs for which there are separate cash inflows that are largely independent of the cash inflows from other assets. An impairment loss is charged to operations.

Financial instruments

Financial instruments

Recognition and initial measurement

The Company initially recognizes financial instruments on the trade date, which is the date on which the Company becomes a party to the contractual provisions of the instrument. A financial asset or financial liability is measured initially at fair value plus/minus, for an item not at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to its acquisition or use.

Classification

Financial asset

On initial recognition, a financial asset is classified as measured at: amortized cost, fair value through other comprehensive income (“FVOCI”), or FVTPL.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

•The asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and

•The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The Company currently measures accounts receivable at amortized cost.

A debt instrument is measured at FVOCI only if it meets both of the following conditions and is not designated as at FVTPL:

•The asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

•The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in FVOCI. This election is made on an investment-by-investment basis. The Company has not elected to present any assets as FVOCI.

Cash is measured at FVTPL.

In addition, on initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost as FVOCI or FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Business model assessment

The Company makes an assessment of the objective of a business model in which an asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

•The stated policies and objectives for the portfolio and the operation of those policies in practice. In particular, whether management’s strategy focuses on earning contractual interest revenue, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of the liabilities that are funding those assets or realizing cash flows through the sale of the assets;

•How the performance of the portfolio is evaluated and reported to the Company’s management;

•The risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

•How managers of the business are compensated (e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected); and

•The frequency, volume and timing of sales in prior periods, the reasons for such sales and its expectation about future sales activity. However, information about sales activity is not considered in isolation, but as part of an overall assessment of the Company’s stated objective for managing the financial asset is achieved and how cash flows are realized.

Assessment whether contractual cash flows are solely payments of principal and interest

For the purpose of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of the contractual cash flows such that it would not meet this condition. In making the assessment, the Company considers:

•contingent events that would change the amount and timing of cash flows;

•leverage features;

•prepayment and extension terms;

•terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse asset arrangements); and

•features that modify consideration of the time value of money– e.g. periodical rest of interest rates

Reclassifications

The Company would reclassify a financial asset when the Company changes its business model for managing the financial asset. All reclassifications are recorded at fair value at the date of the reclassification, which becomes the new carrying value.

Financial assets are not reclassified subsequent to their initial recognition, except in the period after the Company changes its business model for managing financial assets.

Financial liabilities

The Company classifies its financial liabilities at amortized cost or FVTPL. The Company currently measures accounts payable, lease liabilities and accrued liabilities at amortized cost and contingent consideration payable at FVTPL.

Derecognition

Financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transition in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset derecognized) and the sum of (i) the consideration received (including any new assets obtained less any new liability assumed) and (ii) cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire.

Modifications of financial assets and financial liabilities

Financial assets

If the terms of a financial asset are modified, the Company evaluates whether the cash flows of the modified asset are substantially different. If the cash flows are substantially different, then the contractual rights to cash flows from the original financial asset are deemed to have expired. In this case, the original financial asset is derecognized and a new financial asset is recognized at fair value.

If the cash flows of the modified asset carried at amortized cost are not substantially different, then the modification does not result in derecognition of the financial asset. In this case, the Company recalculates the gross carrying amount of the financial asset and recognizes the amount arising from adjusting the gross carrying amount as a modification gain or loss in profit or loss. If such a modification is carried out because of

financial difficulties of the borrower, then the gain or loss is presented together with impairment losses. In other cases, it is presented as interest income.

Financial liabilities

The Company derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different. In this case, a new financial liability based on the modified terms is recognized at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognized in profit or loss.

Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the consolidated statement of financial position when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

Income and expenses are presented on a net basis only when permitted under IFRS, or for gains and losses arising from a group of similar transactions.

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access at that date. The fair value of a liability reflects its non-performance risk.

When one is available, the Company measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

If there is no quoted price in an active market, then the Company uses valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.

The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price (i.e. the fair value of the consideration given or received). If the Company determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any observable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognized in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.

If an asset or a liability at fair value has a bid price and an ask price, then the Company measures assets and long positions at bid price and liabilities and short positions at an ask price.

Portfolio of financial assets and financial liabilities that are exposed to market risk and credit risk that are managed by the Company on the basis of the net exposure to either market or credit risk are measured on the

basis of a price that would be received to sell a net long position (or paid to transfer a net short position) for the particular risk exposure. Portfolio-level adjustment e.g. bid-ask adjustment or credit risk adjustments that reflect the measurement on the basis of the net exposure are allocated to the individual assets and liabilities on the basis of the relative risk adjustment of each of the individual instruments in the portfolio.

The fair value of a financial liability with a demand feature is not less than the amount payable on demand, discounted from the first date on which the amount could be required to be paid. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change has occurred.

Impairment

Credit-impaired financial assets

At each reporting date, the Company assesses whether financial assets carried at amortized costs and debt financial assets carried at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

•Significant financial difficulty of the borrower or issuer;

•A breach of contract such as a default of past due event;

•The restructuring of a loan or advance by the Company on terms that the Company would not consider otherwise;

•It is becoming probable that the borrower will enter bankruptcy or other financial reorganization; or

•The disappearance of an active market for a security because of financial difficulties.

A loan that has been renegotiated due to a deterioration in the borrower’s condition is usually considered to be credit-impaired unless there is evidence that the risk of not receiving contractual cash flows has reduced significantly and there are no other indicators of impairment.

Recognition of allowance of expected credit losses (“ECL”) in the consolidated statement of financial position

The Company recognizes a loss allowance for ECL on trade receivables that are measured at amortized cost. The Company’s applied the simplified approach for trade receivables and recognizes the lifetime ECL for these assets. The ECL on trade receivables is estimated using a provision matrix based on the Company’s historical credit loss experience, adjusted for factors that are specific to the customers, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

For all other financial assets measured at amortized cost of FVOCI, the Company recognizes lifetime ECL only when there has been a significant increase in credit risk since initial recognition. If the credit risk on such financial instruments has not increased significantly since initial recognition, the Company measures the loss allowance on those financial instruments at an amount equal to 12-months ECL.

Lifetime ECL represents the ECL that will result from all possible default events over the expected life of a financial asset. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial asset that are possible within 12 months after the reporting date. In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the Company compares the risk of default occurring on the financial asset at the reporting date with the risk of default

occurring at the initial recognition. The Company considers both quantitative and qualitative factors that are supportable, including historical experience and forward-looking information that is available without undue cost or effort.

Irrespective of the above assessment, the Company presumes that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Company has reasonable and supportable information that demonstrates otherwise. Despite the foregoing, the Company presumes that the credit risk on a financial asset has not increased significantly since initial recognition if the financial asset is determined to have low credit risk at the reporting date.

The Company regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes pas due.

Definition of default:

For internal credit risk management purposes, the Company considers a financial asset not recoverable if the customer balance owing is 180 days past due and information obtained from the customer and other external factors indicate that the customer is unlikely to pay its creditors in full.

Write-off

Financial assets are written off (either partially or in full) when there is no realistic prospect of recovery. This is generally the case when the Company determines that the counterparty does not have assets or sources of income that could general sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

Taxation

Taxation

Income tax comprises current and deferred tax. Income tax is recognized in the consolidated statement of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity.

Current income tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years.

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

Deferred income tax is recorded using the asset and liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences do not result in deferred tax assets or liabilities: the initial recognized of assets or liabilities that affect neither accounting or taxable loss; or difference relating to investment in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The

amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the consolidated statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its correct tax assets and liabilities on a net basis.

Share capital

Share capital

Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Common Shares and the Company’s Common Share purchase warrants, and options are classified as equity instruments.

Incremental costs directly attributable to the issue of new Common Shares, or warrants are shown in equity as a deduction, net of tax, from the proceeds.

Share-based compensation

Share-based compensation

Under the Company’s equity incentive plan, all stock options granted may have graded vesting periods and are exercisable up to a maximum of 10 years form the date of grant. Each tranche of an award with graded vesting periods is considered a separate grant at each grant date for the calculation of fair value, and the resulting fair value is amortized over the vesting period of the respective tranches. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted, the estimated volatility, estimated risk free rate and estimated forfeitures.

If a grant of the share-based payments is cancelled or settled during the vesting period (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied or options granted in error and cancelled retroactively), the Company accounts for the cancellation or settlement as an acceleration of vesting, and recognizes immediately the amount that otherwise would have been recognized for services over the remainder of the vesting period.

The amount recognized for goods or services received during the vesting period is based on the best available estimate of the number of equity instruments anticipated to vest. The Company revises that estimate, if necessary, if subsequent information indicates that the number of share options anticipated to vest differs from previous estimates. On the vesting date, the Company revises the estimate to equal the number of equity instrument that ultimately vested. After the vesting date, the Company makes no subsequent adjustment to total equity for goods or services received if the share options are later forfeited or they expire at the end of the share option’s life.

If a grant of the share based payment is modified during the vesting period (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied) and the fair value of the new instruments is higher than the fair value of the original instrument, the incremental fair value granted is included in the measurement of the amount recognized for services received over the period from modification date until the date when the modified equity instruments vests, in addition to the amount based on the grant date fair value of the original equity instruments, which is recognized over the remainder of the original vesting period of the original instrument.

Warrants

Warrants

The Company follows the relative fair value method with respect to the measurement of Common Shares and warrants issued as units. The proceeds from the issuance of units are allocated between share capital and warrants. The warrant component is recorded in equity reserve. Unit proceeds are allocated to Common Shares and warrants using the Black-Scholes option pricing model and the share price at the time of financing. If and when the warrants are exercised, consideration paid by the warrant holder, together with the amount previously recognized in warrant reserve, is recorded as an increase to share capital. A forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of warrants that vest. When stock options or warrants are cancelled, they are treated as if they have vested on the date of collation and any cost not yet recognized in profit or loss is immediately expensed. Upon expiration of warrants, the amount applicable to expired warrants is moved to contributed surplus.

Loss per share

Loss per share

Basic loss per share is calculated using the weighted-average number of shares outstanding during the period. The diluted earnings (loss) per share reflects the potential dilution of Common Share equivalents, such as outstanding stock options and warrants, in the weighted average number of Common Shares outstanding during the period, if they are dilutive.

Currency translation

Currency translation

All figures presented in the consolidated financial statements are reflected in Canadian dollars unless otherwise noted.

Foreign currency transactions are translated into Canadian dollars at exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the consolidated statement of financial position date are translated to Canadian dollars at the foreign exchange rate applicable as that date. Realized and unrealized exchange gains and losses are recognized through profit or loss.

The assets and liabilities of foreign operations are translated into Canadian dollars at period-end exchange rates. Income and expenses, and cash flows of foreign operations are translated into Canadian dollars using average exchange rates. Exchange differences resulting from translating foreign operations are recognized in other comprehensive income (loss) and accumulated separately in shareholders’ equity.

Foreign currency translation gains or losses arising from a monetary item receivable or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income (loss) in the translation reserve.

Provisions

Provisions

Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the consolidated statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to

settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle, a provision is expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably.

New standards and interpretations not yet adopted

New standards and interpretations not yet adopted

IAS 1, Presentation of Financial Statements ("IAS 1") - Classification of Liabilities as Current or Non-Current

In January 2020, the IASB issued amendments to IAS 1. The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the consolidated statements of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity. The amendments are effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted. The Company has determined that adoption of these amendments has no significant effect on the Company's consolidated financial statements.

All other IFRS and amendments issued but not yet effective have been assessed by the Company and are not expected to have a material impact on the Company's consolidated financial statements.

New standards and interpretations

Amendments to IAS 1 and IFRS Practice Statement 2

In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2, Making Materiality Judgements, in which it provides guidance and examples to help entities apply materiality judgements to accounting policy disclosures. The amendments aim to help entities provide accounting policies disclosures that are more useful by replacing the requirement for entities to disclose "significant" accounting policies with a requirement to disclose their "material" accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting disclosures. The amendments to IAS 1 are applicable for annual periods beginning on or after January 1, 2023 with earlier application permitted. Since the amendments to IFRS Practice Statement 2 provide non-mandatory guidance on the application of the definition of material to accounting policy information, an effective date for these amendments is not necessary. The Company has determined that adoption of these amendments has no significant effect on the Company's consolidated financial statements.

IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors ("IAS 8") - Definition of Accounting Estimates

In February 2021, the IASB amendments to IAS 8. The amendment will require the disclosure of material accounting policy information rather than disclosing significant accounting policies and clarifies how to distinguish changes in accounting policies from changes in accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty". The amendment provides clarification to help entities to distinguish between accounting policies and accounting estimates. The amendments are effective for annual periods beginning on or after January 1, 2023. The Company has determined that adoption of these amendments has no significant effect on the Company's consolidated financial statements.

IAS 12, Income Taxes ("IAS 12") - Deferred Tax related to Assets and Liabilities Arising from a Single Transaction

In May 2021, the IASB issued amendments to IAS 12. The amendment narrows the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal taxable and deductible temporary differences. As a result, companies will need to recognize a deferred tax asset and deferred tax liability for temporary differences arising on initial recognition of transactions such as leases and decommissioning obligations. The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. The Company has determined that adoption of these amendments has no significant effect on the Company's consolidated financial statements.

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MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (Tables)

12 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Schedule of subsidiaries and functional currencies

The subsidiaries’ functional currencies are as follows:

Entity	Currency	Ownership
Cybin Corp.	Canadian dollars	100%
Journey	Canadian dollars	100%
Serenity	Canadian dollars	100%
Cybin US1	Canadian dollars	100%
Adelia	U.S. dollars	100%
Cybin IRL	U.S. dollars	100%
Cybin UK Ltd.2	Great Britain pounds	100%
Small Pharma Inc. (“Small Pharma”)2	Canadian dollars	100%

1 For accounting purposes, Cybin US is a wholly-owned subsidiary of Cybin. Certain Former Adelia Shareholders (as defined below) hold Class B Shares (defined below) in Cybin US.

2 Cybin UK Ltd and Small Pharma Inc. which were acquired on October 23, 2023. Cybin UK Ltd. was formerly Small Pharma Ltd. and was a

wholly-owned subsidiary of Small Pharma Inc.

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ACQUISITION (Tables)

12 Months Ended

Mar. 31, 2024

Disclosure of detailed information about business combination [abstract]

Disclosure of detailed information about business combination

Acquisition Summary
Share Consideration	$	53,481
Fair value of purchaser consideration	$	53,481
Provisional Allocation of Purchase Price
Cash	$	7,632
Current assets	$	510
Net equipment	$	37
Intellectual property	$	29,339
Right of use asset	$	412
Lease liability	$	(415)
Liabilities assumed	$	(6,686)

Goodwill	$	22,652
Total allocation of purchase price	$	53,481

The following revenue and net loss is attributable to the period from Acquisition date to March 31, 2024 and included in these consolidated financial statements.

Revenue	$	—
Net loss	$	(1,666)

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EQUIPMENT (Tables)

12 Months Ended

Mar. 31, 2024

Property, Plant and Equipment1 [Abstract]

Schedule of equipment

Equipment consists as follows:

	Lab Equipment	Computer Equipment	Total
Cost	$	$	$
Balance as at March 31, 2022	475	238	713
Additions	142	—	142
Effect of foreign exchange	47	1	48
Balance as at March 31, 2023	664	239	903
Acquisition from Small Pharma	—	37	37
Additions	—	21	21
Computer equipment write-down	—	(33)	(33)
Effect of foreign exchange	—	1	1
Balance as at March 31, 2024	664	266	930
Accumulated Depreciation
Balance as at March 31, 2022	138	84	222
Depreciation charge	135	79	214
Effect of foreign exchange	17	—	17
Balance as at March 31, 2023	290	163	453
Depreciation charge	137	86	223
Computer equipment write-down	—	(15)	(15)
Effect of foreign exchange	3	—	3
Balance as at March 31, 2024	430	234	664
Net book value as at March 31, 2023	374	76	450
Net book value as at March 31, 2024	234	32	266

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INTANGIBLE ASSETS (Tables)

12 Months Ended

Mar. 31, 2024

Intangible Assets [Abstract]

Schedule of intangible assets

	IP Research & Development	Patents	Licenses	Software	Total
Cost	$	$	$	$	$
Balance as at March 31, 2022	1,566	443	—	74	2,083
Additions	1,342	495	1,330	—	3,167
Effect of foreign exchange	168	40	49	—	257
Balance as at March 31, 2023	3,076	978	1,379	74	5,507
Acquisition of Small Pharma	29,339	—	—	—	29,339
Additions	—	689	—	—	689
Effect of foreign exchange	25	1	2	—	28
Balance as at March 31, 2024	32,440	1,668	1,381	74	35,563
Accumulated Amortization
Amortization charge	—	—	19	18	37
Balance as at March 31, 2023	—	—	19	18	37
Amortization charge	—	—	37	24	61
Balance as at March 31, 2024	—	—	56	42	98
Net book value as at March 31, 2023	3,076	978	1,360	56	5,470
Net book value as at March 31, 2024	32,440	1,668	1,325	32	35,465

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LEASES (Tables)

12 Months Ended

Mar. 31, 2024

Presentation of leases for lessee [abstract]

Disclosure of quantitative information about right-of-use assets [text block]

RIGHT-OF-USE -ASSET
Cost
Balance as at March 31, 2023	$	—
Additions	$	412
Effect of foreign exchange	$	12
Balance as at March 31, 2024	$	424
Accumulated amortization
Balance as at March 31, 2023	$	—
Amortization	$	140
Effect of foreign exchange	$	3
Balance as at March 31, 2024	$	143
Net book value, March 31, 2024	$	281

Disclosure of maturity analysis of operating lease payments [text block]

LEASE LIABILITY
Balance as at March 31, 2023	$	—
Additions	415
Interest accretion	8
Effect of foreign exchange	17
Payments	(149)
Balance as at March 31, 2024	291
Current lease liabilities	$	291

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GOODWILL (Tables)

12 Months Ended

Mar. 31, 2024

Goodwill [Abstract]

Schedule of goodwill

Goodwill is recognized at the acquisition date when total consideration exceeds the net identifiable assets acquired.

Cost	$
Balance as at March 31, 2022	22,892
Effect of foreign exchange	1,900
Balance as at March 31, 2023	24,792
Acquisition from Small Pharma	22,652
Effect of foreign exchange	31
Balance as at March 31, 2024	47,475

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SHARE CAPITAL (Tables)

12 Months Ended

Mar. 31, 2024

Share Capital, Reserves, and Other Equity Interest [Abstract]

Summary of share capital

Cybin US Class B Shares

	Number of Class B Shares
Balance as at March 31, 2022	1,047,135.1
Issued on achievement of milestones	360,374.2
Converted into Common Shares	(876,967.2)
Balance as at March 31, 2023	530,542.1
Converted to Common Shares	(494,457.4)
Balance as at March 31, 2024	36,084.7

Summary of warrants

The continuity of the outstanding warrants for the years ended March 31, 2024 and March 31, 2023, are as follows:

	Number of Warrants	Weighted average exercise price
		$
Common Share Purchase Warrants
As at March 31, 2022	25,548,836	1.22
Exercised	(1,164,638)	0.31
Expired	(1,153,713)	0.75
As at March 31, 2023	23,230,485	1.29
Issued	90,931,373	0.67
Exercised	(101,000)	0.53
Expired	(7,805,360)	3.47
Outstanding as at March 31, 2024	106,255,498	0.60
Exercisable as at March 31, 2024	39,588,831	0.44
Unit Purchase Warrants(1)
As at March 31, 2022	868,740	2.25
Exercised	—	—
As at March 31, 2023	868,740	2.25
Expired	(868,740)	2.25
Outstanding as at March 31, 2024	—	—
Exercisable as at March 31, 2024	—	—

(1) Each unit consisted of one Common Share and one half of one Common Share purchase warrant, with each Common Share purchase warrant being exercisable to acquire one Common Share at an exercise price of $3.25 per Common Share.

The following summarizes information about Common Shares purchase warrants outstanding at March 31, 2024:

Date of Expiry	Warrants outstanding	Warrants exercisable	Weighted average of exercisable price	Estimated grant date fair value	Weighted average remaining contractual life
			$	$000’s	Years
June 15, 2025	12,800,000	12,800,000	0.25	2,319	2.21
August 20, 2025	1,475,125	1,475,125	0.64	680	2.39
November 15, 2025	1,150,000	1,150,000	0.25	220	2.63
August 4, 2028(1)	24,163,706	24,163,706	US$0.40	4,578	4.34
May 14, 2029(2)	66,666,667	—	US$0.51	17,842	5.12
	106,255,498	39,588,831	0.44	25,639	4.38

1) On August 4, 2023, the August 2023 Warrants were issued at US$0.40 which was equivalent to $0.53.

(2) On November 14, 2023, the November 2023 Warrants were issued at US$0.51 which was equivalent to $0.70.

Summary of significant unobservable inputs used, equity

The Company estimated the aggregate fair value of the August 2023 Warrants using the Black-Scholes option pricing model to be $4,600(US$3,442) with the following assumptions:

Risk-free interest rate                  3.87%

Expected annual volatility rate based on comparable companies                      95.0%

Expected life (in years)                                      5

Expected divided yield                                      0.00%

Share price                                         US$0.34

Exercise price                                     US$0.40

The Company estimated the aggregate fair value of the November 2023 Warrants using the Black-Scholes option pricing model to be $17,842(US$12,299) with the following assumptions:

Risk-free interest rate                  3.76%

Expected annual volatility rate based on comparable companies                      95.0%

Expected life (in years)                                      5.5

Expected divided yield                                      0.00%

Share price                                         US$0.46

Exercise price                                     US$0.51

Summary of number and weighted average exercise prices of share options

The changes in options for the years ended March 31, 2024 and 2023 are as follows:

	Number of Options	Weighted average exercise price
		$
As at March 31, 2022	28,885,002	1.45
Granted	2,475,000	0.91
Forfeited/Expired	(1,790,202)	2.20
As at March 31, 2023	29,569,800	1.36
Granted	38,445,000	0.69
Forfeited/Expired	(1,813,800)	1.16
Outstanding as at March 31, 2024	66,201,000	0.93
Exercisable as at March 31, 2024	56,449,750	0.98

The following summarizes information about stock options outstanding on March 31, 2024:

	Exercise Price	Number of options outstanding	Number of options exercisable	Weighted average remaining life	Recognized estimated grant date fair value
Expiry date	$			Years	$000’s
June 15, 2025	0.25	2,350,000	2,350,000	1.21	420
June 30, 2025	0.90	500,000	500,000	1.25	183
August 14, 2025	1.00	737,500	737,500	1.37	429
September 30, 2025	0.75	270,000	260,625	1.50	97
October 12, 2025	0.75	3,000,000	3,000,000	1.53	1,607
November 4, 2025	0.75	5,700,000	5,700,000	1.60	3,057
November 13, 2025	0.88	500,000	500,000	1.62	315
November 15, 2025	0.75	375,000	375,000	1.63	110
November 15, 2025	0.91	200,000	200,000	1.63	53
December 11, 2025	1.48	700,000	700,000	1.70	741
December 14, 2025	1.74	1,589,100	1,589,100	1.71	1,971
December 28, 2025	1.89	760,000	760,000	1.74	1,027
January 2, 2026	1.89	225,000	225,000	1.76	304
February 15, 2026	2.03	150,000	150,000	1.88	218
February 16, 2026	2.03	150,000	150,000	1.88	218
March 10, 2026	1.39	1,186,300	1,186,300	1.94	1,185
March 15, 2026	1.55	300,000	300,000	1.95	360
March 28, 2026	1.36	1,575,000	1,575,000	1.99	1,540
March 29, 2026	1.32	37,500	37,500	1.99	36
March 31, 2026	1.35	250,000	250,000	2.00	243
June 28, 2026	2.90	3,160,000	3,160,000	2.24	6,589
August 16, 2026	2.48	215,000	215,000	2.38	383
August 18, 2026	2.48	300,000	300,000	2.38	519
September 26, 2026	0.79	975,000	975,000	2.49	439

	Exercise Price	Number of options outstanding	Number of options exercisable	Weighted average remaining life	Recognized estimated grant date fair value
September 27, 2026	2.87	195,000	195,000	2.49	403
September 27, 2026	3.15	545,000	545,000	2.49	1,105
November 16, 2026	0.72	500,000	125,000	2.63	81
December 31, 2026	1.50	1,250,000	1,250,000	2.75	1,352
December 31, 2026	3.15	20,000	20,000	2.75	18
March 4, 2027	1.13	1,075,600	1,075,600	2.92	878
March 4, 2027	3.15	40,000	40,000	2.92	25
March 8, 2027	1.02	400,000	400,000	2.93	295
June 30, 2027	1.00	65,000	65,000	3.25	32
August 14, 2027	1.00	20,000	20,000	3.37	14
September 30, 2027	1.00	220,000	190,625	3.50	95
June 30, 2028	0.44	11,310,000	6,805,000	4.25	3,297
September 26, 2028	0.79	235,000	105,000	4.49	98
November 16, 2028	0.72	25,100,000	20,412,500	4.63	9,438
March 20, 2029	0.56	20,000	5,000	4.97	2
		66,201,000	56,449,750	2.40	39,177

Summary of measurement of stock option fair value assumptions

The aggregate estimated grant date fair value was determined to be $4,080, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.78%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.47
Exercise price	$	0.44

The aggregate estimated grant date fair value was determined to be $577, calculated using the Black-Scholes option pricing model with the following assumptions:

Options expiring on September 26, 2026.

Risk-free interest rate	4.68%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3.00
Expected dividend yield	0.00%
Share price	$	0.79
Exercise price	$	0.79

Options expiring on September 26, 2028.

Risk-free interest rate	4.28%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.79
Exercise price	$	0.79

The aggregate estimated grant date fair value was determined to be $10,907, calculated using the Black-Scholes option pricing model with the following assumptions:

Options expiring on November 16, 2026.

Risk-free interest rate	4.28%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3.00
Expected dividend yield	0.00%
Share price	$	0.60
Exercise price	$	0.72

Options expiring on November 16, 2028.

Risk-free interest rate	4.28%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.60
Exercise price	$	0.72

The aggregate estimated grant date fair value was determined to be $8, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.52%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.56
Exercise price	$	0.56

The aggregate estimated grant date fair value was determined to be $32, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.10%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.72
Exercise price	$	1.00

The estimated grant date fair value was determined to be $183, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.14%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.72
Exercise price	$	0.90

The estimated grant date fair value was determined to be $429, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.11%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.97
Exercise price	$	1.00

The estimated grant date fair value was determined to be $14, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	2.88%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5
Expected dividend yield	0.00%
Share price	$	0.97
Exercise price	$	1.00

The estimated grant date fair value was determined to be $102, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.72%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.67
Exercise price	$	0.75

The estimated grant date fair value was determined to be $98, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.32%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5
Expected dividend yield	0.00%
Share price	$	0.67
Exercise price	$	1.00

The estimated grant date fair value was determined to be $53, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.78%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.58
Exercise price	$	0.91

The estimated grant date fair value was determined to be $110, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.78%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.58
Exercise price	$	0.75

XML

RELATED PARTY TRANSACTIONS AND BALANCES (Tables)

12 Months Ended

Mar. 31, 2024

Related Party [Abstract]

Schedule of remuneration of key management personnel

The remuneration of key management personnel for the years ended March 31, 2024 and 2023 are as follows:

	Year ended March 31,
	2024	2023
	$	$
Payroll, consulting and benefits(1)	6,406	5,966
Share-based compensation
Options	8,643	2,346
Warrants	—	3
Total	15,049	8,315

(1) For the year ended March 31, 2024, includes $5,145 presented in the consolidated statement of loss and comprehensive loss as a part of “General and administrative costs” and $1,261 presented in the consolidated statement of loss and comprehensive loss as a part of “Research”.

XML

GENERAL AND ADMINISTRATIVE EXPENSES (Tables)

12 Months Ended

Mar. 31, 2024

Analysis of income and expense [abstract]

Schedule of General and Administrative Expenses

	Year ended March 31,
	2024	2023
	$	$
Payroll, consulting and benefits	8,248	6,272
Capital market	11,519	6,323
Office and administration	2,945	3,731
Professional and consulting fees	4,918	2,142
Investor relations	1,896	984
Marketing media	1,895	881
Business development	896	654
Listing fees	271	354
Total	32,588	21,341

XML

RESEARCH EXPENSES (Tables)

12 Months Ended

Mar. 31, 2024

Analysis of income and expense [abstract]

Schedule Of Research Expenses

	Year ended March 31,
	2024	2023
	$	$
Advancement of development programs	22,799	14,360
Payroll and benefits	8,319	8,830
Professional and consulting fees	210	1,159
Lab and administration	1,034	1,142
Total	32,362	25,491

XML

CAPITAL MANAGEMENT (Tables)

12 Months Ended

Mar. 31, 2024

Capital Management [Abstract]

Disclosure Of Capital Structure

The Company’s capital structure includes the following:

As at	March 31, 2024	March 31, 2023
	$	$
Shareholders’ equity comprised of:
Share capital	443,877	158,162
Contributed surplus	11,750	2,102
Options reserve	39,177	27,283
Warrants reserve	25,639	10,873
Accumulated other comprehensive loss	(2,285)	(2,035)
Deficit	(226,231)	(148,151)
Total	291,927	48,234

XML

FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Mar. 31, 2024

Financial Instruments [Abstract]

Schedule of Financial Assets

The Company has classified its financial instruments as follows:

As at	March 31, 2024	March 31, 2023
	$	$
Financial assets, measured at fair value:
Cash	208,992	16,633
Financial assets, measured at amortized cost:
Accounts receivable	254	42
Financial liabilities, measured at amortized cost:
Accounts payable and accrued liabilities	9,805	5,663
Lease liabilities	291	—

Schedule of Financial Liabilities

The Company has classified its financial instruments as follows:

As at	March 31, 2024	March 31, 2023
	$	$
Financial assets, measured at fair value:
Cash	208,992	16,633
Financial assets, measured at amortized cost:
Accounts receivable	254	42
Financial liabilities, measured at amortized cost:
Accounts payable and accrued liabilities	9,805	5,663
Lease liabilities	291	—

Schedule of Changes in Fair Value of Financial Assets

The following table presents the changes in level 3 financial assets for the for two years ended March 31, 2024 :

	$
Balance as at March 31, 2022	242
Interest income	18
Change in fair value of investments measured at fair value through profit or loss	(260)
Balance as at March 31, 2023	—
Interest income	—
Change in fair value of investments measured at fair value through profit or loss	—
Balance as at March 31, 2024	—

Schedule of Quantitative Information of Significant Unobservable inputs in Fair Value Measurements

The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements:

Description	Fair Value as at		Unobservable inputs	Range of inputs	Relationship of unobservable inputs to fair value
	March 31, 2024	March 31, 2023
	$	$
Rx Hybrid Instrument	—	—	Fair value interest rate of loan and conversion feature	10%	Increase/decrease in the fair value rate by 1% would not have a material effect on the fair value of the investment

Disclosure of Monetary Assets and Liabilities Currency Risk Fluctuations

At March 31, 2024, the Company had the following balances in monetary assets and monetary liabilities which are subject to fluctuation against CAD:

Denominated in:	US$000’s		GBP 000’s		EUR 000’s
Cash	148,713		509		425
Accounts payable and accrued liabilities	(343)		(299)		(201)
Lease liability	—		(217)		—
	148,370		(7)		225
Foreign currency rate	1.3550		1.7114		1.4632
Equivalent in Canadian dollars	$	201,041	$	(12)	$	329
Impact of 10% change in foreign currency rate	$	20,104	$	(1)	$	33

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INCOME TAX (Tables)

12 Months Ended

Mar. 31, 2024

Income Taxes [Abstract]

Major items causing the income tax rate to differ from the Canadian statutory rate

Major items causing the Company’s income tax rate to differ from the Canadian statutory rate of approximately 26.5% are as follows:

	Year ended March 31,
	2024		2023
Net loss before income taxes	$	(78,080)	$	(47,490)
Expected recovery at statutory rate	$	20,691	$	12,585
Non-capital loss acquired on acquisition of subsidiary	$	11,658	$	—
Share-based compensation	$	(3,680)	$	(1,242)
Share issuance costs	$	4,420	$	321
Difference between Canadian and foreign tax rates	$	(5,440)	$	(4,032)
Effect of exchange on unbooked deferred tax assets	$	(112)	$	438
Non-deductible expenses	$	(132)	$	(338)
Change in unrecognized deferred tax assets	$	(27,405)	$	(7,732)
Income tax recovery	$	—	$	—

Significant components of deferred tax assets

The significant components of the Company’s temporary differences, unused tax credits and unused tax losses, that have not been included on the consolidated statements of financial position, are as follows:

As at	March 31, 2024		March 31, 2023
Non-capital loss carryforwards	$	43,083	$	19,371
Deferred compensation	$	1,474	$	1,474
R&D expenditures	$	1,681	$	1,053
Share issuance costs	$	4,361	$	1,303
Depreciation/CCA differences	$	7	$	(6)
Other	$	—	$	6
	$	50,606	$	23,201
Valuation allowance	$	(50,606)	$	(23,201)
	$	—	$	—

Non-capital losses expiration

Year of expiry
2040	$	740
2041	$	19,193
2042	$	12,234
2043	$	10,704
2044	$	24,397
	$	67,268

This loss carryforward in the United States consists of:

Pre-acquisition loss generated in the period ended December 4, 2020	$	992
Post-acquisition loss generated in the period ending March 31, 2021	$	1,323
Loss generated in the year ending March 31, 2022	$	5,849
Loss generated in the year ending March 31, 2023	$	5,311
Loss generated in the year ending March 31, 2024	$	2,792
	$	16,267

The non-capital losses in Ireland expire as follows:

Year of expiry
2042	$	22,965
2043	$	23,017
2044	$	33,857
	$	79,839

XML

CORPORATE INFORMATION (Details)	Mar. 31, 2024 subsidiary
Corporate information and statement of IFRS compliance [abstract]
Number of subsidiaries	8

XML

MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION - Functional and presentation currency (Details)	12 Months Ended
	Mar. 31, 2024
Cybin Corp.
Disclosure of subsidiaries [line items]
Ownership	100.00%
Journey
Disclosure of subsidiaries [line items]
Ownership	100.00%
Serenity
Disclosure of subsidiaries [line items]
Ownership	100.00%
Cybin US
Disclosure of subsidiaries [line items]
Ownership	100.00%
Adelia
Disclosure of subsidiaries [line items]
Ownership	100.00%
Cybin IRL
Disclosure of subsidiaries [line items]
Ownership	100.00%
Cybin UK Ltd.
Disclosure of subsidiaries [line items]
Ownership	100.00%
Small Pharma Inc. ("Small Pharma")
Disclosure of subsidiaries [line items]
Ownership	100.00%

XML

MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION - Cash and cash equivalents (Details) - CAD ($)	Mar. 31, 2024	Mar. 31, 2023
Accounting Policies [Abstract]
Cash equivalents	$ 0	$ 0

XML

MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION - Equipment and Intangible Assets (Details)	12 Months Ended
	Mar. 31, 2024
Computer software
Disclosure of detailed information about property, plant and equipment [line items]
Useful life of intangible assets	3 years
Patents
Disclosure of detailed information about property, plant and equipment [line items]
Useful life of intangible assets	17 years
Lab Equipment
Disclosure of detailed information about property, plant and equipment [line items]
Useful life of equipment	5 years
Computer Equipment
Disclosure of detailed information about property, plant and equipment [line items]
Useful life of equipment	3 years

XML

MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION - Share-based compensation (Details)	12 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Exercisable period	10 years

XML

ACQUISITION - Narrative (Details) $ / shares in Units, $ in Thousands	5 Months Ended	12 Months Ended
	Mar. 31, 2024 CAD ($)	Mar. 31, 2024 CAD ($)	Mar. 31, 2023 CAD ($)	Oct. 23, 2023 shares patent_family patent application $ / shares	Feb. 28, 2023 CAD ($)
Disclosure of detailed information about business combination [line items]
Net loss for the year		$ (78,080)	$ (47,490)
Small Pharma Inc. ("Small Pharma")
Disclosure of detailed information about business combination [line items]
Ratio of common shares issued				24.09%
Number of instruments or interests issued or issuable (in shares) | shares				80,945,254
Unexercised stock options in subsidiary, compensation for cancellation (in CAD per share) | $ / shares				$ 0.001
Number of active patent families | patent_family				17
Number of pending patent applications | application				92
Number of granted patents | patent				30
Net loss for the year	$ (1,666)
Small Pharma Inc. ("Small Pharma") | Canada
Disclosure of detailed information about business combination [line items]
Deferred tax liability (asset)					$ 9,393
Small Pharma Inc. ("Small Pharma") | United Kingdom
Disclosure of detailed information about business combination [line items]
Deferred tax liability (asset)					$ 46,631

XML

ACQUISITION - Details of acquisition (Details) - Small Pharma Inc. ("Small Pharma") $ in Thousands	Oct. 23, 2023 CAD ($)
Disclosure of detailed information about business combination [line items]
Fair value of purchaser consideration	$ 53,481
Cash	7,632
Cash	510
Net equipment	37
Intellectual property	29,339
Right of use asset	412
Lease liability	(415)
Liabilities assumed	(6,686)
Goodwill	22,652
Total allocation of purchase price	$ 53,481

XML

ACQUISITION - Results since acquisition (Details) - CAD ($) $ in Thousands	5 Months Ended	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2024	Mar. 31, 2023
Disclosure of detailed information about business combination [line items]
Net loss for the year		$ (78,080)	$ (47,490)
Small Pharma Inc. ("Small Pharma")
Disclosure of detailed information about business combination [line items]
Revenue	$ 0
Net loss for the year	$ (1,666)

XML

EQUIPMENT (Details) - CAD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Reconciliation of changes in property, plant and equipment [abstract]
Balance at beginning of period	$ 450
Balance at end of period	266	$ 450
Net book value	266	450
Lab Equipment
Reconciliation of changes in property, plant and equipment [abstract]
Balance at beginning of period	374
Balance at end of period	234	374
Net book value	234	374
Computer Equipment
Reconciliation of changes in property, plant and equipment [abstract]
Balance at beginning of period	76
Balance at end of period	32	76
Net book value	32	76
Cost
Reconciliation of changes in property, plant and equipment [abstract]
Balance at beginning of period	903	713
Additions	21	142
Acquisition from Small Pharma	37
Computer equipment write-down	(33)
Effect of foreign exchange	(1)	(48)
Balance at end of period	930	903
Net book value	930	903
Cost | Lab Equipment
Reconciliation of changes in property, plant and equipment [abstract]
Balance at beginning of period	664	475
Additions	0	142
Acquisition from Small Pharma	0
Computer equipment write-down	0
Effect of foreign exchange	0	(47)
Balance at end of period	664	664
Net book value	664	664
Cost | Computer Equipment
Reconciliation of changes in property, plant and equipment [abstract]
Balance at beginning of period	239	238
Additions	21	0
Acquisition from Small Pharma	37
Computer equipment write-down	(33)
Effect of foreign exchange	(1)	(1)
Balance at end of period	266	239
Net book value	266	239
Accumulated Depreciation
Reconciliation of changes in property, plant and equipment [abstract]
Balance at beginning of period	(453)	(222)
Computer equipment write-down	(15)
Depreciation charge	223	214
Effect of foreign exchange	3	17
Balance at end of period	(664)	(453)
Net book value	(664)	(453)
Accumulated Depreciation | Lab Equipment
Reconciliation of changes in property, plant and equipment [abstract]
Balance at beginning of period	(290)	(138)
Computer equipment write-down	0
Depreciation charge	137	135
Effect of foreign exchange	3	17
Balance at end of period	(430)	(290)
Net book value	(430)	(290)
Accumulated Depreciation | Computer Equipment
Reconciliation of changes in property, plant and equipment [abstract]
Balance at beginning of period	(163)	(84)
Computer equipment write-down	(15)
Depreciation charge	86	79
Effect of foreign exchange	0	0
Balance at end of period	(234)	(163)
Net book value	$ (234)	$ (163)

XML

INTANGIBLE ASSETS (Details)
$ in Thousands, $ in Thousands

12 Months Ended

Jul. 11, 2022

CAD ($)

Mar. 31, 2024

CAD ($)

Mar. 31, 2023

CAD ($)

patent

Mar. 31, 2023

USD ($)

patent

Intangible Assets [Abstract]

Disclosure of intangible assets material to entity [text block]

IP Research & Development

See note 4 for information on the Small Pharma Acquisition.

On July 11, 2022, the Company completed the acquisition of a Phase 1 N,N-dimethyltryptamine (“DMT”) study (the “DMT Acquisition”) from Entheon Biomedical Corp. to accelerate the clinical development path for CYB004, Cybin’s proprietary deuterated DMT molecule for the potential treatment of anxiety disorders. The Company paid $1,000 for the DMT Acquisition, and assumed liabilities of $342.

Licenses

During the year ended March 31, 2023, the Company entered into multiple licensing agreements that provide Cybin with additional access to IP from over 15 more patents or patent applications, including the acquisition of an exclusive license to a targeted class of tryptamine-based molecules from Mindset Pharma Inc. (“Mindset”), for which it paid a one-time license fee of $680 (US$500). The licensing agreements collectively provide the Company with access to a broad range of preclinical molecule combinations for its library of psychedelic derivative drug development candidates. In addition to the exclusive license with Mindset, the Company spent an additional $650 on a licensing agreement.

Patents

Costs associated with patent procurement

Reconciliation of changes in intangible assets other than goodwill [abstract]

Balance

$ 5,470

Balance

$ 35,465

$ 5,470

Number of patents | patent

15

15

Intangible assets other than goodwill

Reconciliation of changes in intangible assets other than goodwill [abstract]

Useful life of intangible assets

15 years

Intangible assets other than goodwill | Discount rate

Reconciliation of changes in intangible assets other than goodwill [abstract]

Significant unobservable input, assets

0.157

IP Research & Development

Reconciliation of changes in intangible assets other than goodwill [abstract]

Balance

$ 3,076

Balance

32,440

$ 3,076

Intangible Assets Under Development - Upfront

Reconciliation of changes in intangible assets other than goodwill [abstract]

Additions

$ 1,000

Intangible Assets Under Development - Assumed Liabilities

Reconciliation of changes in intangible assets other than goodwill [abstract]

Additions

$ 342

Patents

Reconciliation of changes in intangible assets other than goodwill [abstract]

Balance

978

Balance

$ 1,668

978

Useful life of intangible assets

17 years

Licenses

Reconciliation of changes in intangible assets other than goodwill [abstract]

Balance

$ 1,360

Balance

1,325

1,360

Licences - 1

Reconciliation of changes in intangible assets other than goodwill [abstract]

Additions

680

$ 500

Licenses - 2

Reconciliation of changes in intangible assets other than goodwill [abstract]

Additions

650

Software

Reconciliation of changes in intangible assets other than goodwill [abstract]

Balance

56

Balance

$ 32

56

Useful life of intangible assets

3 years

Cost

Reconciliation of changes in intangible assets other than goodwill [abstract]

Balance

$ 5,507

2,083

Acquisition of Small Pharma

29,339

Additions

689

3,167

Effect of foreign exchange

28

257

Balance

35,563

5,507

Cost | IP Research & Development

Reconciliation of changes in intangible assets other than goodwill [abstract]

Balance

3,076

1,566

Acquisition of Small Pharma

29,339

Additions

0

1,342

Effect of foreign exchange

25

168

Balance

32,440

3,076

Cost | Patents

Reconciliation of changes in intangible assets other than goodwill [abstract]

Balance

978

443

Acquisition of Small Pharma

0

Additions

689

495

Effect of foreign exchange

1

40

Balance

1,668

978

Cost | Licenses

Reconciliation of changes in intangible assets other than goodwill [abstract]

Balance

1,379

0

Acquisition of Small Pharma

0

Additions

0

1,330

Effect of foreign exchange

2

49

Balance

1,381

1,379

Cost | Software

Reconciliation of changes in intangible assets other than goodwill [abstract]

Balance

74

74

Acquisition of Small Pharma

0

Additions

0

0

Effect of foreign exchange

0

0

Balance

74

74

Accumulated Depreciation

Reconciliation of changes in intangible assets other than goodwill [abstract]

Balance

(37)

Amortisation expense

61

37

Balance

(98)

(37)

Accumulated Depreciation | IP Research & Development

Reconciliation of changes in intangible assets other than goodwill [abstract]

Balance

0

Amortisation expense

0

0

Balance

0

0

Accumulated Depreciation | Patents

Reconciliation of changes in intangible assets other than goodwill [abstract]

Balance

0

Amortisation expense

0

0

Balance

0

0

Accumulated Depreciation | Licenses

Reconciliation of changes in intangible assets other than goodwill [abstract]

Balance

(19)

Amortisation expense

37

19

Balance

(56)

(19)

Accumulated Depreciation | Software

Reconciliation of changes in intangible assets other than goodwill [abstract]

Balance

(18)

Amortisation expense

24

18

Balance

$ (42)

$ (18)

XML

LEASES - Right of use assets (Details) $ in Thousands	12 Months Ended
	Mar. 31, 2024 CAD ($)
Disclosure of maturity analysis of operating lease payments [line items]
Right-of-use assets, beginning of period	$ 0
Right-of-use assets, end of period	281
Cost
Disclosure of maturity analysis of operating lease payments [line items]
Right-of-use assets, beginning of period	0
Additions	412
Effect of foreign exchange	(12)
Right-of-use assets, end of period	424
Accumulated amortization
Disclosure of maturity analysis of operating lease payments [line items]
Right-of-use assets, beginning of period	0
Effect of foreign exchange	3
Amortization	140
Right-of-use assets, end of period	$ (143)

XML

LEASES - Lease liabilities (Details) - CAD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Presentation of leases for lessee [abstract]
Lease liabilities, beginning of period	$ 0
Additions	415
Interest accretion	8
Effect of foreign exchange	17
Payments	(149)	$ 0
Lease liabilities, end of period	291	0
Current lease liabilities	$ 291	$ 0

XML

GOODWILL (Details)	12 Months Ended
	Mar. 31, 2024 CAD ($)	Mar. 31, 2023 CAD ($)
Reconciliation of changes in intangible assets and goodwill [abstract]
Balance at beginning of period	$ 24,792,000
Balance at end of period	47,475,000	$ 24,792,000
Impairment loss	$ 0
Goodwill | Discount rate
Reconciliation of changes in intangible assets and goodwill [abstract]
Significant unobservable input, assets	0.157
Goodwill | Terminal growth rate
Reconciliation of changes in intangible assets and goodwill [abstract]
Significant unobservable input, assets	0.02
Goodwill
Reconciliation of changes in intangible assets and goodwill [abstract]
Balance at beginning of period	$ 24,792,000	22,892,000
Acquisition from Small Pharma	22,652,000
Effect of foreign exchange	31,000	1,900,000
Balance at end of period	$ 47,475,000	$ 24,792,000

XML

SHARE CAPITAL - Narrative - Issued Share Capital (Details) $ / shares in Units, $ / shares in Units, $ in Thousands, $ in Thousands													12 Months Ended
	Mar. 19, 2024 CAD ($) shares	Mar. 19, 2024 USD ($) $ / shares shares	Nov. 14, 2023 CAD ($) $ / shares shares	Nov. 14, 2023 USD ($) $ / shares shares	Aug. 04, 2023 CAD ($) $ / shares shares	Aug. 04, 2023 USD ($) $ / shares shares	May 30, 2023 CAD ($) shares	Aug. 31, 2022 CAD ($) $ / shares shares	Jun. 27, 2022 CAD ($) $ / shares shares	Jun. 24, 2022 CAD ($) $ / shares shares	Jun. 22, 2022 CAD ($) shares	Apr. 01, 2022 CAD ($) $ / shares shares	Mar. 31, 2024 CAD ($) $ / shares shares	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 CAD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares	Nov. 14, 2023 $ / shares	Aug. 23, 2023 CAD ($)	Aug. 04, 2023 $ / shares	Aug. 08, 2022 CAD ($)	Mar. 31, 2022 shares	Feb. 04, 2021
Disclosure of classes of share capital [line items]
Number of common shares held in escrow (in shares)													15,807,443	15,807,443	0	0
Common stock shares, authorized value | $																		$ 35		$ 35,000
Payments for share issue costs | $													$ 832		$ 950
Percentage of outstanding common shares							0.0999
Professional and consulting fees | $													4,918		2,142
Shares issued on Adelia milestones | $															$ 2,988
2021 Warrants
Disclosure of classes of share capital [line items]
Warrant, conversion ratio																						0.5
August 2023 compensation common share warrant
Disclosure of classes of share capital [line items]
Share price (in CAD per share) | $ / shares						$ 0.34
Payments for share issue costs					$ 506	$ 379
Exercise price of other equity instruments (in CAD/USD per share) | (per share)					$ 0.53														$ 0.40
Professional and consulting fees					$ 622	465
November 2023 compensation common share warrant
Disclosure of classes of share capital [line items]
Share price (in CAD per share) | $ / shares				$ 0.46
Payments for share issue costs					2,096	1,530
Exercise price of other equity instruments (in CAD/USD per share) | (per share)			$ 0.70														$ 0.51
Professional and consulting fees					$ 339	$ 247
March 2024 private placement
Disclosure of classes of share capital [line items]
Payments for share issue costs	$ 11,726	$ 8,665
Professional and consulting fees	$ 78	$ 58
LPC Purchase Agreement
Disclosure of classes of share capital [line items]
Common stock shares, authorized value | $							$ 30,000											$ 30,000
Proceeds from issue of ordinary shares													$ 476	$ 351
Purchase period, term							36 months
Common shares
Disclosure of classes of share capital [line items]
At-the-market offering - net of share issuance costs (in shares)	348,837,210	348,837,210			24,264,706	24,264,706	2,538,844						34,140,507	34,140,507	20,754,120	20,754,120
Share price (in CAD per share) | (per share)						$ 0.34							$ 0.4549	$ 0.3374	$ 0.6819	$ 0.5079
Proceeds from issue of ordinary shares					$ 11,018	$ 8,250							$ 15,532	$ 11,518	$ 14,152	$ 10,541
Common shares | November 2023 compensation common share warrant
Disclosure of classes of share capital [line items]
At-the-market offering - net of share issuance costs (in shares)			66,666,667	66,666,667
Share price (in CAD per share) | $ / shares				$ 0.45
Proceeds from issue of ordinary shares			$ 41,107	$ 30,000
Common shares | March 2024 private placement
Disclosure of classes of share capital [line items]
Share price (in CAD per share) | $ / shares		$ 0.43
Proceeds from issue of ordinary shares	$ 202,995	$ 150,000
Number of shares subject to resale restrictions (in shares)	15,807,443	15,807,443
Common shares | LPC Purchase Agreement
Disclosure of classes of share capital [line items]
At-the-market offering - net of share issuance costs (in shares)													1,925,000	1,925,000
Share price (in CAD per share) | (per share)													$ 0.3236	$ 0.2417
Proceeds from issue of ordinary shares													$ 623	$ 465
Preferred shares
Disclosure of classes of share capital [line items]
Number of shares outstanding (in shares)													0	0	0	0
Class B Shares
Disclosure of classes of share capital [line items]
Share price (in CAD per share) | $ / shares								$ 14.10	$ 7.50	$ 7.62		$ 10.20
Number of shares outstanding (in shares)													36,084.7	36,084.7	530,542.1	530,542.1					1,047,135.1
Number of shares issued upon conversion of convertible instruments (in shares)								331,901	373,662	2,669,331		224,283	360,847	360,847
Shares issued on Adelia milestones (in shares)								33,190.1	37,366.2	266,933.1	456.5	22,428.3	0	0	360,374.2	360,374.2
Shares issued on Adelia milestones | $								$ 468	$ 280	$ 2,034	$ 5	$ 229
Convertible stock, conversion price (in CAD per share) | $ / shares								$ 1.41	$ 0.75	$ 0.76		$ 1.02
Class B Shares | Exchangeable prior to December 14, 2022
Disclosure of classes of share capital [line items]
Shares issued upon conversion, percentage													33.333%	33.333%
Class B Shares | Exchangeable prior to December 14, 2023
Disclosure of classes of share capital [line items]
Shares issued upon conversion, percentage													66.667%	66.667%

XML

SHARE CAPITAL - Summary of significant unobservable inputs used, equity (Details) $ / shares in Units, $ / shares in Units, $ in Thousands, $ in Thousands							12 Months Ended
	Mar. 20, 2024 $ / shares	Nov. 14, 2023 CAD ($) $ / shares shares	Nov. 14, 2023 USD ($) $ / shares shares	Aug. 04, 2023 CAD ($) $ / shares shares	Aug. 04, 2023 USD ($) $ / shares shares	Jun. 29, 2023 $ / shares	Mar. 31, 2024 CAD ($)	Mar. 31, 2023 CAD ($)
Disclosure of classes of share capital [line items]
Exercise price, share options granted (in CAD per share)	$ 0.56					$ 0.44
Warrant exercise | $							$ 56	$ 362
August 2023 compensation common share warrant
Disclosure of classes of share capital [line items]
Risk-free interest rate				3.87%	3.87%
Expected annual volatility, based on comparable companies				95.00%	95.00%
Expected life (in years)				5 years	5 years
Expected dividend yield				0.00%	0.00%
Share price (in CAD per share)					$ 0.34
Exercise price (in CAD per share) | (per share)				$ 0.53	$ 0.4
Issued (in shares) | shares				24,264,706	24,264,706
Exercise price, share options granted (in CAD per share)				$ 0.40
Warrant exercise				$ 4,600	$ 3,442
November 2023 compensation common share warrant
Disclosure of classes of share capital [line items]
Risk-free interest rate		3.76%	3.76%
Expected annual volatility, based on comparable companies		95.00%	95.00%
Expected life (in years)		5 years 6 months	5 years 6 months
Expected dividend yield		0.00%	0.00%
Share price (in CAD per share)			$ 0.46
Exercise price (in CAD per share) | (per share)		$ 0.70	$ 0.51
Issued (in shares) | shares		66,666,667	66,666,667
Exercise price, share options granted (in CAD per share)		$ 0.51
Warrant exercise		$ 17,842	$ 12,299

XML

SHARE CAPITAL - Summary of share capital (Details) $ / shares in Units, $ in Thousands											12 Months Ended
	Mar. 20, 2024 CAD ($) yr $ / shares	Jun. 29, 2023 CAD ($) yr $ / shares	Nov. 16, 2022 $ / shares	Sep. 30, 2022 CAD ($) $ / shares	Aug. 31, 2022 CAD ($) shares	Aug. 15, 2022 CAD ($) $ / shares	Jun. 27, 2022 CAD ($) shares	Jun. 24, 2022 CAD ($) shares	Jun. 22, 2022 CAD ($) shares	Apr. 01, 2022 CAD ($) shares	Mar. 31, 2024 CAD ($) shares	Mar. 31, 2023 CAD ($) shares	Nov. 14, 2023 CAD ($)	Sep. 26, 2023 CAD ($)
Reconciliation of number of shares outstanding [abstract]
Weighted average fair value at measurement date, share options granted | $	$ 8	$ 4,080									$ 39,177		$ 10,907	$ 577
Risk free interest rate, share options granted	3.52%	3.78%
Expected volatility, share options granted	95.00%	95.00%
Option life, share options granted | yr	5.00	5.00
Expected dividend as percentage, share options granted	0.00%	0.00%
Weighted average share price, share options granted | $ / shares	$ 0.56	$ 0.47
Exercise price, share options granted (in CAD per share) | $ / shares	$ 0.56	$ 0.44
Shares issued on Adelia milestones | $												$ 2,988
Number of common shares held in escrow (in shares)											15,807,443	0
Class B Shares
Reconciliation of number of shares outstanding [abstract]
Balance (in shares)										1,047,135.1	530,542.1	1,047,135.1
Shares issued on Adelia milestones (in shares)					33,190.1		37,366.2	266,933.1	456.5	22,428.3	0	360,374.2
Converted to Common Shares (in shares)											(494,457.4)	(876,967.2)
Balance (in shares)											36,084.7	530,542.1
Shares issued on Adelia milestones | $					$ 468		$ 280	$ 2,034	$ 5	$ 229
Employee
Reconciliation of number of shares outstanding [abstract]
Weighted average fair value at measurement date, share options granted | $				$ 98		$ 14
Risk free interest rate, share options granted			3.78%	3.32%		2.88%
Expected volatility, share options granted			85.00%	95.00%		95.00%
Option life, share options granted			3	5		5
Expected dividend as percentage, share options granted			0.00%	0.00%		0.00%
Weighted average share price, share options granted | $ / shares			$ 0.58	$ 0.67		$ 0.97
Exercise price, share options granted (in CAD per share) | $ / shares			$ 0.75	$ 1.00		$ 1.00

XML

SHARE CAPITAL - Summary of warrants (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Mar. 31, 2024 CAD ($) shares $ / shares	Mar. 31, 2023 shares $ / shares	Feb. 04, 2021
Exchangeable prior to December 14, 2022 | Class B Shares
Weighted average exercise price
Shares issued upon conversion, percentage	33.333%
Exchangeable prior to December 14, 2023 | Class B Shares
Weighted average exercise price
Shares issued upon conversion, percentage	66.667%
Common Share Purchase Warrants
Number of Warrants
Outstanding (in shares)	23,230,485	25,548,836
Issued (in shares)	90,931,373
Number of other equity instruments exercised or vested in share-based payment arrangement	(101,000)	(1,164,638)
Number of other equity instruments expired in share-based payment arrangement (in shares)	(7,805,360)	(1,153,713)
Outstanding (in shares)	106,255,498	23,230,485
Number of other equity instruments exercisable in share-based payment arrangement	39,588,831
Weighted average exercise price
Outstanding (in CAD per share) | $ / shares	$ 1.29	$ 1.22
Weighted average exercise price of other equity instruments exercised or vested in share-based payment arrangement | $ / shares	0.67
Weighted average exercise price of other equity instruments exercised or vested in share-based payment arrangement | $ / shares	0.53	0.31
Weighted average exercise price of other equity instruments forfeited in share-based payment arrangement (in CAD per share) | $ / shares	3.47	0.75
Outstanding (in CAD per share) | $ / shares	0.60	$ 1.29
Weighted average exercise price of other equity instruments exercisable in share-based payment arrangement | $ / shares	$ 0.44
Warrant, conversion ratio	0.5
Weighted average remaining of outstanding contractual life	4 years 4 months 17 days
Estimated grant date fair value | $	$ 25,639
Common Share Purchase Warrants | June 15, 2025
Number of Warrants
Outstanding (in shares)	12,800,000
Number of other equity instruments exercisable in share-based payment arrangement	12,800,000
Weighted average exercise price
Weighted average exercise price of other equity instruments exercisable in share-based payment arrangement | $ / shares	$ 0.25
Weighted average remaining of outstanding contractual life	2 years 2 months 15 days
Estimated grant date fair value | $	$ 2,319
Common Share Purchase Warrants | August 20, 2025
Number of Warrants
Outstanding (in shares)	1,475,125
Number of other equity instruments exercisable in share-based payment arrangement	1,475,125
Weighted average exercise price
Weighted average exercise price of other equity instruments exercisable in share-based payment arrangement | $ / shares	$ 0.64
Weighted average remaining of outstanding contractual life	2 years 4 months 20 days
Estimated grant date fair value | $	$ 680
Common Share Purchase Warrants | November 15, 2025
Number of Warrants
Outstanding (in shares)	1,150,000
Number of other equity instruments exercisable in share-based payment arrangement	1,150,000
Weighted average exercise price
Weighted average exercise price of other equity instruments exercisable in share-based payment arrangement | $ / shares	$ 0.25
Weighted average remaining of outstanding contractual life	2 years 7 months 17 days
Estimated grant date fair value | $	$ 220
Common Share Purchase Warrants | August 4, 2028
Number of Warrants
Outstanding (in shares)	24,163,706
Number of other equity instruments exercisable in share-based payment arrangement	24,163,706
Weighted average exercise price
Weighted average exercise price of other equity instruments exercisable in share-based payment arrangement | $ / shares	$ 0.4
Weighted average remaining of outstanding contractual life	4 years 4 months 2 days
Estimated grant date fair value | $	$ 4,578
Common Share Purchase Warrants | May 14, 2029
Number of Warrants
Outstanding (in shares)	66,666,667
Number of other equity instruments exercisable in share-based payment arrangement	0
Weighted average exercise price
Weighted average exercise price of other equity instruments exercisable in share-based payment arrangement | $ / shares	$ 0.51
Weighted average remaining of outstanding contractual life	5 years 1 month 13 days
Estimated grant date fair value | $	$ 17,842
Unit Purchase Warrants
Number of Warrants
Outstanding (in shares)	868,740	868,740
Issued (in shares)	(868,740)	0
Outstanding (in shares)	0	868,740
Number of other equity instruments exercisable in share-based payment arrangement	0
Weighted average exercise price
Outstanding (in CAD per share) | $ / shares	$ 2.25	$ 2.25
Weighted average exercise price of other equity instruments exercised or vested in share-based payment arrangement | $ / shares	2.25	0
Outstanding (in CAD per share) | $ / shares	0	$ 2.25
Weighted average exercise price of other equity instruments exercisable in share-based payment arrangement | $ / shares	0
Exercise price of other equity instruments (in CAD/USD per share) | $ / shares	$ 3.25
2021 Warrants
Weighted average exercise price
Warrant, conversion ratio			0.5

XML

SHARE CAPITAL - Narrative - Warrants (Details) $ / shares in Units, $ in Thousands					12 Months Ended
	Mar. 20, 2024 $ / shares	Aug. 04, 2023 CAD ($) $ / shares shares	Aug. 04, 2023 USD ($) shares	Jun. 29, 2023 $ / shares	Mar. 31, 2024 CAD ($) shares $ / shares	Mar. 31, 2023 CAD ($) shares $ / shares	Feb. 04, 2021
Disclosure of classes of share capital [line items]
Warrant exercise | $					$ 56,000	$ 362,000
Exercise price, share options granted (in CAD per share) | $ / shares	$ 0.56			$ 0.44
Share-based compensation | $					$ 13,886,000	$ 4,686,000
Number of warrants held in escrow (in shares)					0	0
Warrants
Disclosure of classes of share capital [line items]
Share-based compensation | $					$ 0	$ 6
Common Share Purchase Warrants
Disclosure of classes of share capital [line items]
Exercised (in shares)					101,000	1,164,638
Number of other equity instruments expired in share-based payment arrangement (in shares)					7,805,360	1,153,713
Weighted average exercise price of other equity instruments forfeited in share-based payment arrangement (in CAD per share) | $ / shares					$ 3.47	$ 0.75
Issued (in shares)					90,931,373
Warrant, conversion ratio					0.5
2021 Warrants
Disclosure of classes of share capital [line items]
Warrant, conversion ratio							0.5
August 2023 compensation common share warrant
Disclosure of classes of share capital [line items]
Warrant exercise		$ 4,600,000	$ 3,442
Issued (in shares)		24,264,706	24,264,706
Exercise price, share options granted (in CAD per share) | $ / shares		$ 0.40

XML

SHARE CAPITAL - Summary of warrants by expiry period (Details) $ / shares in Units, $ in Thousands	Nov. 14, 2023 $ / shares	Nov. 14, 2023 $ / shares	Aug. 04, 2023 $ / shares	Aug. 04, 2023 $ / shares	Mar. 31, 2024 CAD ($) shares $ / shares	Mar. 31, 2023 shares	Mar. 31, 2022 shares
Common Share Purchase Warrants
Disclosure of classes of share capital [line items]
Number of other equity instruments outstanding in share-based payment arrangement					106,255,498	23,230,485	25,548,836
Number of other equity instruments exercisable in share-based payment arrangement					39,588,831
Warrants exercisable (in CAD per share) | $ / shares					$ 0.44
Estimated grant date fair value | $					$ 25,639
Weighted average remaining of outstanding contractual life					4 years 4 months 17 days
August 2023 compensation common share warrant
Disclosure of classes of share capital [line items]
Exercise price (in CAD per share) | (per share)			$ 0.53	$ 0.4
November 2023 compensation common share warrant
Disclosure of classes of share capital [line items]
Exercise price (in CAD per share) | (per share)	$ 0.70	$ 0.51

XML

SHARE CAPITAL - Narrative - Stock options (Details) $ / shares in Units, $ in Thousands									12 Months Ended
	Mar. 20, 2024 shares $ / shares	Nov. 16, 2023 shares $ / shares	Sep. 26, 2023 shares $ / shares	Jun. 29, 2023 shares $ / shares	Nov. 16, 2022 shares $ / shares	Sep. 30, 2022 shares $ / shares	Aug. 15, 2022 shares $ / shares	Jun. 30, 2022 shares $ / shares	Mar. 31, 2024 CAD ($) shares $ / shares	Mar. 31, 2023 CAD ($) shares $ / shares	Mar. 31, 2024 shares	Mar. 31, 2022 shares	Nov. 05, 2020
Disclosure of classes of share capital [line items]
Shares available for grant, percent of total shares outstanding (up to)													20.00%
Number of share options granted in share-based payment arrangement (in shares)		25,600,000	1,210,000	11,615,000					38,445,000	2,475,000
Weighted average exercise price of share options granted in share-based payment arrangement | $ / shares	$ 0.56	$ 0.715	$ 0.79	$ 0.44					$ 0.69	$ 0.91
Number of share options outstanding in share-based payment arrangement									66,201,000	29,569,800	66,201,000	28,885,002
Award vesting period		2 years
Number of options held in escrow (in shares)										0	0
Share-based compensation | $									$ 13,886	$ 4,686
Immediate Vesting
Disclosure of classes of share capital [line items]
Number of options vested (in shares)				1,500,000
Share Options, Vesting, First Tranche
Disclosure of classes of share capital [line items]
Number of share options granted in share-based payment arrangement (in shares)		18,850,000
Award vesting period			3 months	3 months
Number of options vested (in shares)			375,000	700,000
Share Options, Vesting, Second Tranche
Disclosure of classes of share capital [line items]
Number of share options granted in share-based payment arrangement (in shares)		6,750,000
Award vesting period			6 months	1 year
Number of options vested (in shares)			200,000	100,000
Share Options, Vesting, Third Tranche
Disclosure of classes of share capital [line items]
Award vesting period			1 year	2 years
Number of options vested (in shares)			400,000	9,315,000
Share Options, Vesting, Fourth Tranche
Disclosure of classes of share capital [line items]
Award vesting period			15 months
Number of options vested (in shares)			100,000
Share Options, Vesting, Fifth Tranche
Disclosure of classes of share capital [line items]
Award vesting period			18 months
Number of options vested (in shares)			135,000
Option Expiration Period Twenty Four
Disclosure of classes of share capital [line items]
Number of share options outstanding in share-based payment arrangement			975,000						975,000
Option Expiration Period Thirty Seven
Disclosure of classes of share capital [line items]
Number of share options outstanding in share-based payment arrangement			235,000						235,000
Option Expiration Period Twenty Seven
Disclosure of classes of share capital [line items]
Number of share options outstanding in share-based payment arrangement		500,000							500,000
Option Expiration Period Thirty Eight
Disclosure of classes of share capital [line items]
Number of share options outstanding in share-based payment arrangement		25,100,000							25,100,000
Options
Disclosure of classes of share capital [line items]
Share-based compensation | $									$ 13,886	$ 4,680
Executive officers
Disclosure of classes of share capital [line items]
Number of share options granted in share-based payment arrangement (in shares)		22,200,000		3,763,000
Employees
Disclosure of classes of share capital [line items]
Number of share options granted in share-based payment arrangement (in shares)	20,000							65,000
Weighted average exercise price of share options granted in share-based payment arrangement | $ / shares								$ 1.00
Consultant
Disclosure of classes of share capital [line items]
Number of share options granted in share-based payment arrangement (in shares)		500,000	1,075,000	3,076,000	200,000	270,000	800,000	500,000
Weighted average exercise price of share options granted in share-based payment arrangement | $ / shares					$ 0.91	$ 0.75	$ 1.00	$ 0.90
Employee
Disclosure of classes of share capital [line items]
Number of share options granted in share-based payment arrangement (in shares)		1,300,000	135,000	3,991,000		245,000	20,000
Weighted average exercise price of share options granted in share-based payment arrangement | $ / shares						$ 1.00	$ 1.00
Director
Disclosure of classes of share capital [line items]
Number of share options granted in share-based payment arrangement (in shares)		1,600,000		785,000
Consultant two
Disclosure of classes of share capital [line items]
Number of share options granted in share-based payment arrangement (in shares)					375,000
Weighted average exercise price of share options granted in share-based payment arrangement | $ / shares					$ 0.75
Option contract | Employees
Disclosure of classes of share capital [line items]
Award vesting period	2 years							2 years
Option contract | Consultant
Disclosure of classes of share capital [line items]
Award vesting period						2 years	2 years

XML

SHARE CAPITAL - Summary of number and weighted average exercise prices of share options (Details)					12 Months Ended
	Mar. 20, 2024 $ / shares	Nov. 16, 2023 shares $ / shares	Sep. 26, 2023 shares $ / shares	Jun. 29, 2023 shares $ / shares	Mar. 31, 2024 shares	Mar. 31, 2024 shares	Mar. 31, 2024 shares $ / shares	Mar. 31, 2024 shares	Mar. 31, 2023 shares $ / shares	Mar. 31, 2024 $ / shares	Mar. 31, 2024
Share Capital, Reserves, and Other Equity Interest [Abstract]
Number of options, beginning balance (in shares) | shares						29,569,800			28,885,002
Number of share options granted in share-based payment arrangement (in shares) | shares		25,600,000	1,210,000	11,615,000		38,445,000			2,475,000
Number of share options exercised in share-based payment arrangement | shares						(1,813,800)			(1,790,202)
Number of options, ending balance (in shares)						66,201,000		66,201,000	29,569,800
Number of share options exercisable in share-based payment arrangement					56,449,750	56,449,750	56,449,750	56,449,750			56,449,750
Weighted average exercise price, beginning balance (in dollars per share)							$ 1.36		$ 1.45
Weighted average exercise price of share options granted in share-based payment arrangement	$ 0.56	$ 0.715	$ 0.79	$ 0.44			0.69		0.91
Weighted average exercise price of share options exercised in share-based payment arrangement									2.20
Weighted average exercise price of share options forfeited in share-based payment arrangement (in CAD per share)							1.16
Weighted average exercise price, ending balance (in dollars per share)							$ 0.93		$ 1.36
Weighted average exercise price of share options exercisable in share-based payment arrangement										$ 0.98
Disclosure of number and weighted average remaining contractual life of outstanding share options [table]
Number of share options outstanding in share-based payment arrangement					66,201,000	66,201,000	66,201,000	66,201,000	29,569,800		66,201,000
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Weighted average remaining contractual life of outstanding share options					2 years 4 months 24 days
Option Expiration Period Three
Share Capital, Reserves, and Other Equity Interest [Abstract]
Number of options, ending balance (in shares)								737,500
Number of share options exercisable in share-based payment arrangement											737,500
Disclosure of number and weighted average remaining contractual life of outstanding share options [table]
Number of share options outstanding in share-based payment arrangement											737,500
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Weighted average remaining contractual life of outstanding share options					1 year 4 months 13 days
Option Expiration Period One
Share Capital, Reserves, and Other Equity Interest [Abstract]
Number of options, ending balance (in shares)								2,350,000
Number of share options exercisable in share-based payment arrangement											2,350,000
Disclosure of number and weighted average remaining contractual life of outstanding share options [table]
Number of share options outstanding in share-based payment arrangement											2,350,000
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Weighted average remaining contractual life of outstanding share options					1 year 2 months 15 days

XML

SHARE CAPITAL - Summary of measurement of stock option fair value assumptions (Details)
$ / shares in Units, $ in Thousands

12 Months Ended

Mar. 20, 2024

CAD ($)

yr

$ / shares

Nov. 16, 2023

yr

$ / shares

Sep. 26, 2023

CAD ($)

yr

$ / shares

Jun. 29, 2023

CAD ($)

yr

$ / shares

Nov. 16, 2022

CAD ($)

$ / shares

Sep. 30, 2022

CAD ($)

$ / shares

Aug. 15, 2022

CAD ($)

$ / shares

Jun. 30, 2022

CAD ($)

$ / shares

Mar. 31, 2024

CAD ($)

Nov. 14, 2023

CAD ($)

Disclosure of classes of share capital [line items]

Risk free interest rate, share options granted

3.52%

3.78%

Expected volatility, share options granted

95.00%

95.00%

Option life, share options granted | yr

5.00

5.00

Expected dividend as percentage, share options granted

0.00%

0.00%

Weighted average share price, share options granted

$ 0.56

$ 0.47

Exercise price, share options granted (in CAD per share)

$ 0.56

$ 0.44

Weighted average fair value at measurement date, share options granted | $

$ 8

$ 577

$ 4,080

$ 39,177

$ 10,907

Summary of measurement of stock option fair value assumptions

The aggregate estimated grant date fair value was determined to be $4,080, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.78%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.47
Exercise price	$	0.44

The aggregate estimated grant date fair value was determined to be $577, calculated using the Black-Scholes option pricing model with the following assumptions:

Options expiring on September 26, 2026.

Risk-free interest rate	4.68%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3.00
Expected dividend yield	0.00%
Share price	$	0.79
Exercise price	$	0.79

Options expiring on September 26, 2028.

Risk-free interest rate	4.28%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.79
Exercise price	$	0.79

The aggregate estimated grant date fair value was determined to be $10,907, calculated using the Black-Scholes option pricing model with the following assumptions:

Options expiring on November 16, 2026.

Risk-free interest rate	4.28%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3.00
Expected dividend yield	0.00%
Share price	$	0.60
Exercise price	$	0.72

Options expiring on November 16, 2028.

Risk-free interest rate	4.28%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.60
Exercise price	$	0.72

The aggregate estimated grant date fair value was determined to be $8, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.52%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.56
Exercise price	$	0.56

The aggregate estimated grant date fair value was determined to be $32, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.10%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5.00
Expected dividend yield	0.00%
Share price	$	0.72
Exercise price	$	1.00

The estimated grant date fair value was determined to be $183, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.14%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.72
Exercise price	$	0.90

The estimated grant date fair value was determined to be $429, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.11%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.97
Exercise price	$	1.00

The estimated grant date fair value was determined to be $14, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	2.88%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5
Expected dividend yield	0.00%
Share price	$	0.97
Exercise price	$	1.00

The estimated grant date fair value was determined to be $102, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.72%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.67
Exercise price	$	0.75

The estimated grant date fair value was determined to be $98, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.32%
Expected annual volatility, based on comparable companies	95.00%
Expected life (in years)	5
Expected dividend yield	0.00%
Share price	$	0.67
Exercise price	$	1.00

The estimated grant date fair value was determined to be $53, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.78%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.58
Exercise price	$	0.91

The estimated grant date fair value was determined to be $110, calculated using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.78%
Expected annual volatility, based on comparable companies	85.00%
Expected life (in years)	3
Expected dividend yield	0.00%
Share price	$	0.58
Exercise price	$	0.75

Option Expiration Period Twenty Seven

Disclosure of classes of share capital [line items]

Risk free interest rate, share options granted

4.28%

Expected volatility, share options granted

85.00%

Option life, share options granted | yr

3.00

Expected dividend as percentage, share options granted

0.00%

Weighted average share price, share options granted

$ 0.60

Exercise price, share options granted (in CAD per share)

$ 0.72

Weighted average fair value at measurement date, share options granted | $

$ 81

Option Expiration Period Thirty Eight

Disclosure of classes of share capital [line items]

Risk free interest rate, share options granted

4.28%

Expected volatility, share options granted

95.00%

Option life, share options granted | yr

5.00

Expected dividend as percentage, share options granted

0.00%

Weighted average share price, share options granted

$ 0.60

Exercise price, share options granted (in CAD per share)

$ 0.72

Weighted average fair value at measurement date, share options granted | $

9,438

Option Expiration Period Thirty Seven

Disclosure of classes of share capital [line items]

Risk free interest rate, share options granted

4.28%

Expected volatility, share options granted

95.00%

Option life, share options granted | yr

5.00

Expected dividend as percentage, share options granted

0.00%

Weighted average share price, share options granted

$ 0.79

Exercise price, share options granted (in CAD per share)

$ 0.79

Weighted average fair value at measurement date, share options granted | $

98

Option Expiration Period Twenty Four

Disclosure of classes of share capital [line items]

Risk free interest rate, share options granted

4.68%

Expected volatility, share options granted

85.00%

Option life, share options granted | yr

3.00

Expected dividend as percentage, share options granted

0.00%

Weighted average share price, share options granted

$ 0.79

Exercise price, share options granted (in CAD per share)

$ 0.79

Weighted average fair value at measurement date, share options granted | $

$ 439

Employees

Disclosure of classes of share capital [line items]

Risk free interest rate, share options granted

3.10%

Expected volatility, share options granted

95.00%

Option life, share options granted

5.00

Expected dividend as percentage, share options granted

0.00%

Weighted average share price, share options granted

$ 0.72

Exercise price, share options granted (in CAD per share)

$ 1.00

Weighted average fair value at measurement date, share options granted | $

$ 32

Consultants

Disclosure of classes of share capital [line items]

Risk free interest rate, share options granted

3.78%

3.72%

3.11%

3.14%

Expected volatility, share options granted

85.00%

85.00%

85.00%

85.00%

Option life, share options granted

3

3

3

3

Expected dividend as percentage, share options granted

0.00%

0.00%

0.00%

0.00%

Weighted average share price, share options granted

$ 0.58

$ 0.67

$ 0.97

$ 0.72

Exercise price, share options granted (in CAD per share)

$ 0.91

$ 0.75

$ 1.00

$ 0.90

Consultant

Disclosure of classes of share capital [line items]

Weighted average fair value at measurement date, share options granted | $

$ 53

$ 102

$ 429

$ 183

Consultant two

Disclosure of classes of share capital [line items]

Weighted average fair value at measurement date, share options granted | $

$ 110

Employee

Disclosure of classes of share capital [line items]

Risk free interest rate, share options granted

3.78%

3.32%

2.88%

Expected volatility, share options granted

85.00%

95.00%

95.00%

Option life, share options granted

3

5

5

Expected dividend as percentage, share options granted

0.00%

0.00%

0.00%

Weighted average share price, share options granted

$ 0.58

$ 0.67

$ 0.97

Exercise price, share options granted (in CAD per share)

$ 0.75

$ 1.00

$ 1.00

Weighted average fair value at measurement date, share options granted | $

$ 98

$ 14

XML

SHARE CAPITAL - Summary of stock option information (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Mar. 31, 2024 shares	Mar. 31, 2024 CAD ($)	Mar. 31, 2024	Mar. 31, 2024 $ / shares	Mar. 20, 2024 CAD ($)	Nov. 16, 2023	Nov. 14, 2023 CAD ($)	Sep. 26, 2023 CAD ($)	Jun. 29, 2023 CAD ($)	Mar. 31, 2023 shares	Mar. 31, 2022 shares
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Number of share options outstanding in share-based payment arrangement	66,201,000		66,201,000							29,569,800	28,885,002
Number of share options exercisable in share-based payment arrangement	56,449,750		56,449,750
Weighted average remaining contractual life of outstanding share options	2 years 4 months 24 days
Weighted average fair value at measurement date, share options granted		$ 39,177			$ 8		$ 10,907	$ 577	$ 4,080
Option Expiration Period One
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				$ 0.25
Number of share options outstanding in share-based payment arrangement			2,350,000
Number of share options exercisable in share-based payment arrangement			2,350,000
Weighted average remaining contractual life of outstanding share options	1 year 2 months 15 days
Weighted average fair value at measurement date, share options granted		420
Option Expiration Period Two
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				0.90
Number of share options outstanding in share-based payment arrangement			500,000
Number of share options exercisable in share-based payment arrangement			500,000
Weighted average remaining contractual life of outstanding share options	1 year 3 months
Weighted average fair value at measurement date, share options granted		183
Option Expiration Period Three
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				1.00
Number of share options outstanding in share-based payment arrangement			737,500
Number of share options exercisable in share-based payment arrangement			737,500
Weighted average remaining contractual life of outstanding share options	1 year 4 months 13 days
Weighted average fair value at measurement date, share options granted		429
Option Expiration Period Four
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				0.75
Number of share options outstanding in share-based payment arrangement			270,000
Number of share options exercisable in share-based payment arrangement			260,625
Weighted average remaining contractual life of outstanding share options	1 year 6 months
Weighted average fair value at measurement date, share options granted		97
Option Expiration Period Five
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				0.75
Number of share options outstanding in share-based payment arrangement			3,000,000
Number of share options exercisable in share-based payment arrangement			3,000,000
Weighted average remaining contractual life of outstanding share options	1 year 6 months 10 days
Weighted average fair value at measurement date, share options granted		1,607
Option Expiration Period Six
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				0.75
Number of share options outstanding in share-based payment arrangement			5,700,000
Number of share options exercisable in share-based payment arrangement			5,700,000
Weighted average remaining contractual life of outstanding share options	1 year 7 months 6 days
Weighted average fair value at measurement date, share options granted		3,057
Option Expiration Period Seven
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				0.88
Number of share options outstanding in share-based payment arrangement			500,000
Number of share options exercisable in share-based payment arrangement			500,000
Weighted average remaining contractual life of outstanding share options	1 year 7 months 13 days
Weighted average fair value at measurement date, share options granted		315
Option Expiration Period Eight
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				0.75
Number of share options outstanding in share-based payment arrangement			375,000
Number of share options exercisable in share-based payment arrangement			375,000
Weighted average remaining contractual life of outstanding share options	1 year 7 months 17 days
Weighted average fair value at measurement date, share options granted		110
Option Expiration Period Nine
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				0.91
Number of share options outstanding in share-based payment arrangement			200,000
Number of share options exercisable in share-based payment arrangement			200,000
Weighted average remaining contractual life of outstanding share options	1 year 7 months 17 days
Weighted average fair value at measurement date, share options granted		53
Option Expiration Period Ten
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				1.48
Number of share options outstanding in share-based payment arrangement			700,000
Number of share options exercisable in share-based payment arrangement			700,000
Weighted average remaining contractual life of outstanding share options	1 year 8 months 12 days
Weighted average fair value at measurement date, share options granted		741
Option Expiration Period Eleven
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				1.74
Number of share options outstanding in share-based payment arrangement			1,589,100
Number of share options exercisable in share-based payment arrangement			1,589,100
Weighted average remaining contractual life of outstanding share options	1 year 8 months 15 days
Weighted average fair value at measurement date, share options granted		1,971
Option Expiration Period Twelve
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				1.89
Number of share options outstanding in share-based payment arrangement			760,000
Number of share options exercisable in share-based payment arrangement			760,000
Weighted average remaining contractual life of outstanding share options	1 year 8 months 26 days
Weighted average fair value at measurement date, share options granted		1,027
Option Expiration Period Thirteen
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				1.89
Number of share options outstanding in share-based payment arrangement			225,000
Number of share options exercisable in share-based payment arrangement			225,000
Weighted average remaining contractual life of outstanding share options	1 year 9 months 3 days
Weighted average fair value at measurement date, share options granted		304
Option Expiration Period Fourteen
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				2.03
Number of share options outstanding in share-based payment arrangement			150,000
Number of share options exercisable in share-based payment arrangement			150,000
Weighted average remaining contractual life of outstanding share options	1 year 10 months 17 days
Weighted average fair value at measurement date, share options granted		218
Option Expiration Period Fifteen
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				2.03
Number of share options outstanding in share-based payment arrangement			150,000
Number of share options exercisable in share-based payment arrangement			150,000
Weighted average remaining contractual life of outstanding share options	1 year 10 months 17 days
Weighted average fair value at measurement date, share options granted		218
Option Expiration Period Sixteen
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				1.39
Number of share options outstanding in share-based payment arrangement			1,186,300
Number of share options exercisable in share-based payment arrangement			1,186,300
Weighted average remaining contractual life of outstanding share options	1 year 11 months 8 days
Weighted average fair value at measurement date, share options granted		1,185
Option Expiration Period Seventeen
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				1.55
Number of share options outstanding in share-based payment arrangement			300,000
Number of share options exercisable in share-based payment arrangement			300,000
Weighted average remaining contractual life of outstanding share options	1 year 11 months 12 days
Weighted average fair value at measurement date, share options granted		360
Option Expiration Period Eighteen
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				1.36
Number of share options outstanding in share-based payment arrangement			1,575,000
Number of share options exercisable in share-based payment arrangement			1,575,000
Weighted average remaining contractual life of outstanding share options	1 year 11 months 26 days
Weighted average fair value at measurement date, share options granted		1,540
Option Expiration Period Nineteen
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				1.32
Number of share options outstanding in share-based payment arrangement			37,500
Number of share options exercisable in share-based payment arrangement			37,500
Weighted average remaining contractual life of outstanding share options	1 year 11 months 26 days
Weighted average fair value at measurement date, share options granted		36
Option Expiration Period Twenty
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				1.35
Number of share options outstanding in share-based payment arrangement			250,000
Number of share options exercisable in share-based payment arrangement			250,000
Weighted average remaining contractual life of outstanding share options	2 years
Weighted average fair value at measurement date, share options granted		243
Option Expiration Period Twenty One
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				2.90
Number of share options outstanding in share-based payment arrangement			3,160,000
Number of share options exercisable in share-based payment arrangement			3,160,000
Weighted average remaining contractual life of outstanding share options	2 years 2 months 26 days
Weighted average fair value at measurement date, share options granted		6,589
Option Expiration Period Twenty Two
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				2.48
Number of share options outstanding in share-based payment arrangement			215,000
Number of share options exercisable in share-based payment arrangement			215,000
Weighted average remaining contractual life of outstanding share options	2 years 4 months 17 days
Weighted average fair value at measurement date, share options granted		383
Option Expiration Period Twenty Three
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				2.48
Number of share options outstanding in share-based payment arrangement			300,000
Number of share options exercisable in share-based payment arrangement			300,000
Weighted average remaining contractual life of outstanding share options	2 years 4 months 17 days
Weighted average fair value at measurement date, share options granted		519
Option Expiration Period Twenty Four
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				0.79
Number of share options outstanding in share-based payment arrangement			975,000					975,000
Number of share options exercisable in share-based payment arrangement			975,000
Weighted average remaining contractual life of outstanding share options	2 years 5 months 26 days
Weighted average fair value at measurement date, share options granted		439
Option Expiration Period Twenty Five
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				2.87
Number of share options outstanding in share-based payment arrangement			195,000
Number of share options exercisable in share-based payment arrangement			195,000
Weighted average remaining contractual life of outstanding share options	2 years 5 months 26 days
Weighted average fair value at measurement date, share options granted		403
Option Expiration Period Twenty Six
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				3.15
Number of share options outstanding in share-based payment arrangement			545,000
Number of share options exercisable in share-based payment arrangement			545,000
Weighted average remaining contractual life of outstanding share options	2 years 5 months 26 days
Weighted average fair value at measurement date, share options granted		1,105
Option Expiration Period Twenty Seven
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				0.72
Number of share options outstanding in share-based payment arrangement			500,000			500,000
Number of share options exercisable in share-based payment arrangement			125,000
Weighted average remaining contractual life of outstanding share options	2 years 7 months 17 days
Weighted average fair value at measurement date, share options granted		81
Option Expiration Period Twenty Eight
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				1.50
Number of share options outstanding in share-based payment arrangement			1,250,000
Number of share options exercisable in share-based payment arrangement			1,250,000
Weighted average remaining contractual life of outstanding share options	2 years 9 months
Weighted average fair value at measurement date, share options granted		1,352
Option Expiration Period Twenty Nine
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				3.15
Number of share options outstanding in share-based payment arrangement			20,000
Number of share options exercisable in share-based payment arrangement			20,000
Weighted average remaining contractual life of outstanding share options	2 years 9 months
Weighted average fair value at measurement date, share options granted		18
Option Expiration Period Thirty
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				1.13
Number of share options outstanding in share-based payment arrangement			1,075,600
Number of share options exercisable in share-based payment arrangement			1,075,600
Weighted average remaining contractual life of outstanding share options	2 years 11 months 1 day
Weighted average fair value at measurement date, share options granted		878
Option Expiration Period Thirty One
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				3.15
Number of share options outstanding in share-based payment arrangement			40,000
Number of share options exercisable in share-based payment arrangement			40,000
Weighted average remaining contractual life of outstanding share options	2 years 11 months 1 day
Weighted average fair value at measurement date, share options granted		25
Option Expiration Period Thirty Two
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				1.02
Number of share options outstanding in share-based payment arrangement			400,000
Number of share options exercisable in share-based payment arrangement			400,000
Weighted average remaining contractual life of outstanding share options	2 years 11 months 4 days
Weighted average fair value at measurement date, share options granted		295
Option Expiration Period Thirty Three
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				1.00
Number of share options outstanding in share-based payment arrangement			65,000
Number of share options exercisable in share-based payment arrangement			65,000
Weighted average remaining contractual life of outstanding share options	3 years 3 months
Weighted average fair value at measurement date, share options granted		32
Option Expiration Period Thirty Four
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				1.00
Number of share options outstanding in share-based payment arrangement			20,000
Number of share options exercisable in share-based payment arrangement			20,000
Weighted average remaining contractual life of outstanding share options	3 years 4 months 13 days
Weighted average fair value at measurement date, share options granted		14
Option Expiration Period Thirty Five
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				1.00
Number of share options outstanding in share-based payment arrangement			220,000
Number of share options exercisable in share-based payment arrangement			190,625
Weighted average remaining contractual life of outstanding share options	3 years 6 months
Weighted average fair value at measurement date, share options granted		95
Option Expiration Period Thirty Six
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				0.44
Number of share options outstanding in share-based payment arrangement			11,310,000
Number of share options exercisable in share-based payment arrangement			6,805,000
Weighted average remaining contractual life of outstanding share options	4 years 3 months
Weighted average fair value at measurement date, share options granted		3,297
Option Expiration Period Thirty Seven
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				0.79
Number of share options outstanding in share-based payment arrangement			235,000					235,000
Number of share options exercisable in share-based payment arrangement			105,000
Weighted average remaining contractual life of outstanding share options	4 years 5 months 26 days
Weighted average fair value at measurement date, share options granted		98
Option Expiration Period Thirty Eight
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				0.72
Number of share options outstanding in share-based payment arrangement			25,100,000			25,100,000
Number of share options exercisable in share-based payment arrangement			20,412,500
Weighted average remaining contractual life of outstanding share options	4 years 7 months 17 days
Weighted average fair value at measurement date, share options granted		9,438
Option Expiration Period Forty
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Exercise price (in dollars per share) | $ / shares				$ 0.56
Number of share options outstanding in share-based payment arrangement			20,000
Number of share options exercisable in share-based payment arrangement			5,000
Weighted average remaining contractual life of outstanding share options	4 years 11 months 19 days
Weighted average fair value at measurement date, share options granted		$ 2

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RELATED PARTY TRANSACTIONS AND BALANCES - Schedule of Remuneration of Key Management Personnel (Details) - CAD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [line items]
Payroll, consulting and benefits	$ 6,406	$ 5,966
Total	15,049	8,315
General and administrative costs
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [line items]
Payroll, consulting and benefits	5,145
Research
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [line items]
Payroll, consulting and benefits	1,261
Options
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [line items]
Share-based compensation	8,643	2,346
Warrants
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [line items]
Share-based compensation	$ 0	$ 3

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GENERAL AND ADMINISTRATIVE EXPENSES (Details) - CAD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Analysis of income and expense [abstract]
Payroll, consulting and benefits	$ 8,248	$ 6,272
Capital market	11,519	6,323
Office and administration	2,945	3,731
Professional and consulting fees	4,918	2,142
Investor relations	1,896	984
Marketing media	1,895	881
Business development	896	654
Listing fees	271	354
General and administrative costs	$ 32,588	$ 21,341

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RESEARCH EXPENSES (Details) - CAD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Analysis of income and expense [abstract]
Advancement of development programs	$ 22,799	$ 14,360
Payroll and benefits	8,319	8,830
Professional and consulting fees	210	1,159
Lab and administration	1,034	1,142
Total	$ 32,362	$ 25,491

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CONTRACTS, COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Mar. 31, 2022 CAD ($)	Mar. 31, 2024 CAD ($)	Mar. 31, 2022 USD ($)
COMMITMENTS [Line Items]
Contractual commitments		$ 6,625
Sales Royalty, Percentage	2.00%
Other contingent liabilities
COMMITMENTS [Line Items]
Contractual commitments	$ 12,844		$ 9,500

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CAPITAL MANAGEMENT (Details) - CAD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Capital Management [Abstract]
Share capital	$ 443,877	$ 158,162
Contributed surplus	11,750	2,102
Options reserve	39,177	27,283
Warrants reserve	25,639	10,873
Accumulated other comprehensive loss	(2,285)	(2,035)
Deficit	(226,231)	(148,151)
TOTAL SHAREHOLDERS' EQUITY	$ 291,927	$ 48,234	$ 76,155

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FINANCIAL INSTRUMENTS - Schedule of Financial Assets and Liabilities (Details) - CAD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Disclosure of Financial Assets and Liabilities [Line Items]
Cash	$ 208,992	$ 16,633
Accounts receivable	4,476	3,050
Accounts payable and accrued liabilities	9,805	5,663
Lease liabilities	291	0
Financial liabilities, measured at amortized cost: | Accounts payable and accrued liabilities
Disclosure of Financial Assets and Liabilities [Line Items]
Accounts payable and accrued liabilities	9,805	5,663
Financial liabilities, measured at amortized cost: | Lease liabilities
Disclosure of Financial Assets and Liabilities [Line Items]
Lease liabilities	291	0
Financial assets, measured at fair value: | Cash
Disclosure of Financial Assets and Liabilities [Line Items]
Cash	208,992	16,633
Financial assets, measured at amortized cost: | Accounts receivable
Disclosure of Financial Assets and Liabilities [Line Items]
Accounts receivable	$ 254	$ 42

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FINANCIAL INSTRUMENTS - Schedule of Changes in Fair Value of Financial Instruments (Details) - CAD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Changes in fair value measurement, assets [abstract]
Change in fair value of investments measured at fair value through profit or loss	$ 0	$ (260)
Level 3 of fair value hierarchy | Investments
Changes in fair value measurement, assets [abstract]
Balance at beginning of period	0	242
Interest income	0	18
Change in fair value of investments measured at fair value through profit or loss	0	(260)
Balance at end of period	$ 0	$ 0

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FINANCIAL INSTRUMENTS - Schedule of Quantitative Information of Significant Unobservable Inputs Used in Fair Value Measurements (Details) - Investments $ in Thousands	Mar. 31, 2024 CAD ($)	Mar. 31, 2023 CAD ($)	Mar. 31, 2022 CAD ($)
Level 3 of fair value hierarchy
Disclosure of significant unobservable inputs used in fair value measurement of assets [line items]
Financial assets	$ 0	$ 0	$ 242
Rx Hybrid Instrument | Fair value interest rate of loan and conversion feature
Disclosure of significant unobservable inputs used in fair value measurement of assets [line items]
Range of inputs	0.10
Rx Hybrid Instrument | Level 3 of fair value hierarchy
Disclosure of significant unobservable inputs used in fair value measurement of assets [line items]
Financial assets	$ 0	$ 0

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FINANCIAL INSTRUMENTS - Narrative (Details) $ in Thousands	12 Months Ended
	Mar. 31, 2024 CAD ($)	Mar. 31, 2023 CAD ($)
Disclosure of Financial Assets and Liabilities [Line Items]
Cash	$ 208,992	$ 16,633
Current liabilities	10,096	5,663
Accounts payable and accrued liabilities	$ 9,805	$ 5,663
Currency risk
Disclosure of Financial Assets and Liabilities [Line Items]
Reasonably possible change in risk variable, percent	0.10
Reasonably possible change in risk variable, impact on net loss	$ 20,138

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FINANCIAL INSTRUMENTS - Schedule of Monetary Assets and Liabilities Currency Risk Fluctuations (Details) € in Thousands, £ in Thousands, $ in Thousands, $ in Thousands	Mar. 31, 2024 USD ($) shares	Mar. 31, 2024 GBP (£) shares	Mar. 31, 2024 EUR (€) shares	Mar. 31, 2024 CAD ($) shares
United States of America, Dollars
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets and liabilities	$ 148,370			$ 201,041
Foreign currency rate | shares	1.3550	1.3550	1.3550	1.3550
Impact of 10% change in foreign currency rate				$ 20,104
United States of America, Dollars | Cash
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets and liabilities	$ 148,713
United States of America, Dollars | Accounts payable and accrued liabilities
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets and liabilities	(343)
United States of America, Dollars | Lease liabilities
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets and liabilities	$ 0
United Kingdom, Pounds
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets and liabilities		£ (7)		$ (12)
Foreign currency rate | shares	1.7114	1.7114	1.7114	1.7114
Impact of 10% change in foreign currency rate				$ (1)
United Kingdom, Pounds | Cash
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets and liabilities | £		£ 509
United Kingdom, Pounds | Accounts payable and accrued liabilities
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets and liabilities | £		(299)
United Kingdom, Pounds | Lease liabilities
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets and liabilities | £		£ (217)
Euro Member Countries, Euro
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets and liabilities			€ 225	$ 329
Foreign currency rate | shares	1.4632	1.4632	1.4632	1.4632
Impact of 10% change in foreign currency rate				$ 33
Euro Member Countries, Euro | Cash
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets and liabilities | €			€ 425
Euro Member Countries, Euro | Accounts payable and accrued liabilities
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets and liabilities | €			(201)
Euro Member Countries, Euro | Lease liabilities
Disclosure of nature and extent of risks arising from financial instruments [line items]
Financial assets and liabilities | €			€ 0

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INCOME TAX - Income Tax Rate Reconciliation (Details) - CAD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Taxes [Abstract]
Net loss before income taxes	$ (78,080)	$ (47,490)
Expected recovery at statutory rate	20,691	12,585
Non-capital loss acquired on acquisition of subsidiary	11,658	0
Share-based compensation	(3,680)	(1,242)
Share issuance costs	4,420	321
Difference between Canadian and foreign tax rates	(5,440)	(4,032)
Effect of exchange on unbooked deferred tax assets	(112)	438
Non-deductible expenses	(132)	(338)
Change in unrecognized deferred tax assets	(27,405)	(7,732)
Income tax recovery	$ 0	$ 0

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INCOME TAX - Deferred Tax Assets (Details) - CAD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	$ 50,606	$ 23,201
Valuation allowance	(50,606)	(23,201)
Net deferred tax assets	0	0
Non-capital loss carryforwards
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	43,083	19,371
Deferred compensation
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	1,474	1,474
R&D expenditures
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	1,681	1,053
Share issuance costs
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	4,361	1,303
Depreciation/CCA differences
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	7	(6)
Other
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	$ 0	$ 6

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INCOME TAX - Non-capital Losses Expiration (Details) $ in Thousands	Mar. 31, 2024 CAD ($)
Canada
Disclosure Of Non-Capital Losses Expiration [Line Items]
Non-capital losses	$ 67,268
United States
Disclosure Of Non-Capital Losses Expiration [Line Items]
Non-capital losses	16,267
Ireland
Disclosure Of Non-Capital Losses Expiration [Line Items]
Non-capital losses	79,839
2040 | Canada
Disclosure Of Non-Capital Losses Expiration [Line Items]
Non-capital losses	740
2041 | Canada
Disclosure Of Non-Capital Losses Expiration [Line Items]
Non-capital losses	19,193
2041 | United States | Pre-acquisition loss generated in the period ended December 4, 2020
Disclosure Of Non-Capital Losses Expiration [Line Items]
Non-capital losses	992
2041 | United States | Post-acquisition loss generated in the period ending March 31, 2021
Disclosure Of Non-Capital Losses Expiration [Line Items]
Non-capital losses	1,323
2042 | Canada
Disclosure Of Non-Capital Losses Expiration [Line Items]
Non-capital losses	12,234
2042 | United States | Loss generated in the year ending March 31, 2022
Disclosure Of Non-Capital Losses Expiration [Line Items]
Non-capital losses	5,849
2042 | Ireland
Disclosure Of Non-Capital Losses Expiration [Line Items]
Non-capital losses	22,965
2043 | Canada
Disclosure Of Non-Capital Losses Expiration [Line Items]
Non-capital losses	10,704
2043 | United States | Loss generated in the year ending March 31, 2023
Disclosure Of Non-Capital Losses Expiration [Line Items]
Non-capital losses	5,311
2043 | United States | Loss generated in the year ending March 31, 2024
Disclosure Of Non-Capital Losses Expiration [Line Items]
Non-capital losses	2,792
2043 | Ireland
Disclosure Of Non-Capital Losses Expiration [Line Items]
Non-capital losses	23,017
2044 | Canada
Disclosure Of Non-Capital Losses Expiration [Line Items]
Non-capital losses	24,397
2044 | Ireland
Disclosure Of Non-Capital Losses Expiration [Line Items]
Non-capital losses	$ 33,857

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INCOME TAX - Additional Information (Details) $ in Thousands	Mar. 31, 2024 CAD ($)
Income Taxes [Abstract]
Section 382 limitation	$ 144

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SUBSEQUENT EVENTS (Details)							12 Months Ended
	May 05, 2024 shares $ / shares	Apr. 05, 2024 shares $ / shares	Mar. 20, 2024 $ / shares	Nov. 16, 2023 shares	Sep. 26, 2023 shares	Jun. 29, 2023 shares $ / shares	Mar. 31, 2024 shares $ / shares	Mar. 31, 2023 shares
Disclosure of non-adjusting events after reporting period [line items]
Number of share options granted in share-based payment arrangement (in shares)				25,600,000	1,210,000	11,615,000	38,445,000	2,475,000
Exercise price, share options granted (in CAD per share) | $ / shares			$ 0.56			$ 0.44
Award vesting period				2 years
Weighted average exercise price of share options forfeited in share-based payment arrangement (in CAD per share) | $ / shares							$ 1.16
Share Options, Vesting, First Tranche
Disclosure of non-adjusting events after reporting period [line items]
Number of share options granted in share-based payment arrangement (in shares)				18,850,000
Number of options vested (in shares)					375,000	700,000
Award vesting period					3 months	3 months
Share Options, Vesting, Second Tranche
Disclosure of non-adjusting events after reporting period [line items]
Number of share options granted in share-based payment arrangement (in shares)				6,750,000
Number of options vested (in shares)					200,000	100,000
Award vesting period					6 months	1 year
Major ordinary share transactions | Minimum
Disclosure of non-adjusting events after reporting period [line items]
Weighted average exercise price of share options forfeited in share-based payment arrangement (in CAD per share) | $ / shares	$ 0.715
Major ordinary share transactions | Maximum
Disclosure of non-adjusting events after reporting period [line items]
Weighted average exercise price of share options forfeited in share-based payment arrangement (in CAD per share) | $ / shares	$ 3.15
Major ordinary share transactions | Share Options, Vesting, First Tranche
Disclosure of non-adjusting events after reporting period [line items]
Number of options vested (in shares)		1,464,375
Major ordinary share transactions | Share Options, Vesting, Second Tranche
Disclosure of non-adjusting events after reporting period [line items]
Number of options vested (in shares)		10,250,625
Award vesting period		2 years
Major ordinary share transactions | Common shares
Disclosure of non-adjusting events after reporting period [line items]
Number of share options granted in share-based payment arrangement (in shares)		11,715,000
Exercise price, share options granted (in CAD per share) | $ / shares		$ 0.56
Number of share options cancelled (in shares)	45,586,900
Major ordinary share transactions | Common shares | Granted to officers
Disclosure of non-adjusting events after reporting period [line items]
Number of share options granted in share-based payment arrangement (in shares)		7,250,000
Major ordinary share transactions | Common shares | Granted to employees
Disclosure of non-adjusting events after reporting period [line items]
Number of share options granted in share-based payment arrangement (in shares)		4,465,000