P r i v a t e & C o n f i d e n t i a l 30 Capital Structure Pro Forma Capitalization of the Business Combination (the "RTO") (in C$ millions except for per share data) Offering Size (1) $14.0 Share Price (2) $0.80 Prior Rounds Shares Price Amount Raised Founders Round 40.9 $0.0001 $0.0 Founders Round (3) 6.6 $0.025 $0.2 Seed Round 11.1 $0.25 $2.8 Series A 10.5 $0.64 $6.7 Shares Issued to Shell (Clarmin Explorations Inc.) (4) 2.0 $0.80 Proposed Offering 17.5 $0.80 $14.0 Shares Issued and Outstanding at RTO 88.7 $23.7 Options (5) 6.2 Warrants (6) 20.1 Fully Diluted Number of Shares 115.0 Pro Forma Capitalization (Fully Diluted) $92.0 (1) Offering size of C$14 million assumes the minimum amount is raised. (2) Assuming middle of the range between $0.75 - $0.85 per share. (3) Cybin Shares issued at $0.025 were repriced from $0.0001 per Cybin Share to $0.025 per Cybin Share on June 15, 2020. (4) Assumes Clarmin shares are consolidated on a 7.100:1 basis, which is subject to adjustment based on the share price. (5) Each option of the resulting issuer has an exercise price ranging from $0.25 to $0.80. (6) Each warrant of the resulting issuer has an exercise price ranging from $0.25 to $0.80. Note: This capitalization table is a projection of what Cybin's outstanding securities will be at the time of completion of the contemplated RTO transaction. It assumes the completion of various issuances and corporate actions and it is not intended to reflect the current capitalization of Cybin Corp. Conflicts of Interest: Certain employees of the agents own in the aggregate 412,405 common shares of Cybin. In the aggregate, such common shares represent approximately 0.36% of the fully diluted outstanding common shares of the resulting issuer. Lock-Ups: 75% of the fully diluted securities outstanding prior to completion of the contemplated RTO transaction are subject to a 36-month lock-up. 10% of these securities are released upon listing with an additional 15% being released every six months thereafter. All Cybin shares issued at $0.0001 and $0.025 are subject to this 36-month lock-up.