Cybin Company Presentation

P r i v a t e & C o n f i d e n t i a l 41 Risks Related to the Resulting Issuer Shares Market for the Resulting Issuer Shares There can be no assurance that an active trading market for the Resulting Issuer Shares will develop or, if developed, that any market will be sustained. The Resulting Issuer cannot predict the prices at which the Resulting Issuer Shares will trade. Fluctuations in the market price of the Resulting Issuer Shares could cause an investor to lose all or part of its investment in Resulting Issuer Shares. Factors that could cause fluctuations in the trading price of the Resulting Issuer Shares include: (i) announcements of new offerings, products, services or technologies; commercial relationships, acquisitions or other events by the Resulting Issuer 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 cannabis companies; (iv) fluctuations in the trading volume of the Resulting Issuer Shares or the size of the Resulting Issuer’s public float; (v) actual or anticipated changes or fluctuations in the Resulting Issuer’s results of operations; (vi) whether the Resulting Issuer’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 Resulting Issuer, 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 Resulting Issuer Shares; (xiii) departures of key employees or members of management; or (xiv) an adverse impact on the Resulting Issuer from any of the other risks cited herein. Significant Sales of Resulting Issuer Shares Although Resulting Issuer Shares held by existing shareholders of the Resulting Issuer will be freely tradable under applicable securities legislation, the Resulting Issuer Shares held by the Resulting Issuer’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 CSE. Sales of a substantial number of the Resulting Issuer Shares in the public market after the expiry of lock-up or escrow restrictions, or the perception thatthese sales could occur, could adversely affect the market price of the Resulting Issuer Shares and may make it more difficult for investors to sell Resulting Issuer Shares at a favourable time and price. Market Price Volatility The securities market in Canada has recently 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 anticipatedthatany market for the Resulting Issuer Shares will be subject to market trends generally, notwithstanding any potentialsuccess of the Resulting Issuer. The value of the Resulting Issuer Shares distributed hereunder will be affected by such volatility. Tax Issues There may be income tax consequences in relation to the Resulting Issuer Shares, which will vary according to circumstances of each investor. Prospective investors should seek independent advice from their own taxand legal advisers. Discretion over the use of proceeds The Resulting Issuer will have discretion concerning the use of the net proceeds of the offering as well as the timing of their expenditures, and may apply the net proceeds of the offering in ways other than as disclosed. As a result, an investor will be relying on the judgment of the Resulting Issuer for the application of the net proceeds of the offering. The Resulting Issuer may use the net proceeds of the offering in ways that an investor may not consider desirable. The results and the effectiveness of the applicationof the net proceeds are uncertain. If the net proceeds are not applied effectively, the Resulting Issuer’s business, prospects, financial position, financial conditionor results of operations may suffer. Conflicts of Interest The Resulting Issuer 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 Resulting Issuer’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 Resulting Issuer. In some cases, the Resulting Issuer’s executive officers and directors may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to the Resulting Issuer’s business and affairs and that could adversely affect the Resulting Issuer’s operations. These outside business interests could require significant time and attention of the Resulting Issuer’s executive officers and directors. In addition, the Resulting Issuer 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 Resulting Issuer 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 Resulting Issuer, and from time to time, these persons may be competing with the Resulting Issuer 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 Resulting Issuer’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 Resulting Issuer are required to act honestly, in good faith and in the best interests of the Resulting Issuer. No Dividends The Resulting Issuer’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 Resulting Issuer. Therefore, the Resulting Issuer does not anticipatepaying cash dividends on the Resulting Issuer Shares in the foreseeable future. The Resulting Issuer’s dividend policy will be reviewed from time to time by the Resulting Issuer Board in the context of its earnings, financial condition and other relevant factors. Until the time thatthe Resulting Issuer does pay dividends, which it might never do, its shareholders will not be able to receive a return on their Resulting Issuer Shares unless they sell them. Foreign Operations In addition to operations carried out in Canada, the Resulting Issuer carries out international operations through an office in Jamaica. As a result, the Resulting Issuer is subject to political, economic and other uncertainties, including, but not limited to, cancellation or modification of contract rights, foreign exchange restrictions, currency fluctuations, export quotas, royalty and tax increases and other risks arising out of foreign governmental sovereignty over the areas in which the Resulting Issuer’s operations are conducted, as well as risks of loss due to civil strife, acts of war, guerrilla activities and insurrections. The Resulting Issuer’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 Resulting Issuer 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 Canadianjudgments in foreign jurisdictions. Additional risks apply. For more detailed risk disclosures, please contact the Resulting Issuer at [email protected] . The Resulting Issuer makes no medical or treatment claims about psilocybin or the Resulting Issuer’s proposed products. Statements regarding psilocybin have not been evaluated by the Food and Drug Administration (“FDA”) or other similar regulatory authorities, nor has the efficacy of psilocybin been confirmed by FDA-approved research. There is no assurance that psilocybin can be used to diagnose, treat, cure or prevent any disease or condition. Robust scientific research is needed. In addition, the Resulting Issuer has not conducted clinical trials for the use of its proposed products. Any references to quality, consistency, efficacy and safety of potential products are not intended to imply thatsuch claims have been verified in clinical trials or thatthe Resulting Issuer will be able to complete such trials. If the Resulting Issuer is not able to obtainthe approvals or research necessary to commercialize its business, it may have a material adverse effect on the Resulting Issuer’s performance and operations. RISK FACTORS