Cybin Company Presentation

P r i v a t e & C o n f i d e n t i a l 31 Term Sheet Issuer: Cybin Corp. (the “Company”) Issue Size: Treasury offering of a minimum of $14 million and up to $21 million of subscription receipts (the “ Initial Receipts ”) of the Company (the “ Offering ”). Issue Price: $0.75 - $0.85 per Initial Receipts (the “ Subscription Price ”), based on a fully-diluted pre-Offering equity valuation between $70 million - $80 million, determined in the context of the market at the time of pricing. Subscription Receipts: Each Offered Receipt (as defined herein) shall be deemed to be exercised, without payment of any additional consideration and without further action on the part of the holder thereof, for one common share in the capital of the Company (a “ Common Share ”) upon satisfaction of the Release Conditions (as defined herein), subject to adjustment in certain events. Offering Jurisdictions: The Offered Receipts will be offered and sold to eligible purchasers resident in all provinces of Canada (the “ Offering Jurisdictions ”) subject to compliance with applicable securities regulatory requirements and pursuant to private placement exemptions as set out in National Instrument 45-106 – Prospectus Exemptions, and/or in jurisdictions other than Canada that are mutually agreed to by the Company and the Co-Lead Agents (as defined herein), each acting reasonably. Offering Basis: Private placement offering of Offered Receipts (as defined herein), conducted on a best efforts agency basis by the Agents (as defined herein) in the Offering Jurisdictions. Agents’ Option: The Company shall grant the Agents an option, exercisable in whole or in part at any time up until 48 hours prior to the Closing Date (as defined below), to purchase at the Subscription Price up to such number of additional subscription receipts of the Company as is equal to 15% of the Initial Receipts (and together with the Initial Receipts, the “ Offered Receipts ”). Reverse Take-over: The Offering will be conducted in conjunction with a proposed reverse take-over transaction (the “ Proposed Transaction ”) by and between the Company and Clarmin Explorations Inc., a reporting issuer in Canada within the meaning of applicable Canadian securities laws, pursuant to which: (a) the Common Shares (including, for greater clarity, the Common Shares issued upon exercise of the Offered Receipts) and other securities of the Company will be exchanged for common shares (the “ Resulting Issuer Shares ”) and other securities of the issuer resulting from the Proposed Transaction (the “ Resulting Issuer ”), which exchange will be made subject to and in compliance with Canadian securities laws and U.S. federal and state securities laws; and (b) the Resulting Issuer Shares will be listed on a recognized stock exchange in Canada (the “ Exchange ”). Lock-up: As a condition to the closing of the Offering, each director, officer and Significant Shareholder (as defined herein) of the Company shall have executed and delivered to the Agents a lock-up agreement pursuant to which such party will have agreed, subject to customary carve-outs and exceptions, not to sell any Common Shares (or announce any intention to do so), or any securities issuable in exchange therefor, for a period of 120 days after the Release Date (as defined herein). For purpose of this term sheet, the “ Release Date ” means the date on which the Release Conditions are satisfied and “ Significant Shareholder ” means any shareholder of Cybin holding more than 10.0% of the issued and outstanding equity securities of the Company (on a fully-diluted basis, prior to giving effect to the Proposed Transaction and after giving effect to the Offering). Use of Proceeds: The net proceeds from the Offering will be used for working capital and general corporate purposes. Eligibility: The Offered Receipts will not be qualified investments under the Income Tax Act (Canada) for trusts governed by RRSPs, RRIFs, TFSAs, RESPs, RDSPs or DPSPs (collectively, “registered plans”). The Resulting Issuer Shares issued pursuant to the Proposed Transaction will be qualified investments under the Income Tax Act (Canada) for registered plans at a particular time provided that, at that time either: (a) the Resulting Issuer Shares are listed on the Exchange; or (b) the Resulting Issuer is a “public corporation” for purposes of the Income Tax Act (Canada). Closing Date: August 18, 2020, or such other date as Cybin Corp. and the Co-Lead Agents mutually agree. Agents: Stifel Nicolaus Canada Inc (Stifel GMP) and Eight Capital (together, the “ Co-Lead Agents ”) as Co-Lead agents and joint bookrunners.