DMT Small Pharma Inc

Small Pharma Inc. (TSXV: DMT) (OTCQB: DMTTF) (the “Company” or “Small Pharma”), a biotechnology company focused on short-duration psychedelic-assisted therapies for mental health conditions, is pleased to announce that the shareholders of Small Pharma (the “Shareholders”) have approved the plan of arrangement under Division 5 of Part of the Business Corporations Act (British Columbia) (the “Arrangement”), previously announced on August 28, 2023, pursuant to which Cybin Inc. (“Cybin”) has agreed to acquire all of the issued and outstanding common shares of Small Pharma ("Small Pharma Shares"). A total of 212,879,391 votes, or approximately 99.99% of the votes cast at the special meeting of Shareholders held on October 12, 2023 (the “Meeting”), were cast in favour of the resolution approving the Arrangement. All other matters presented at the Meeting were also approved, as referred to in the Company’s notice of meeting and management information circular dated September 13, 2023 (the “Circular”). The Arrangement was also approved by shareholders of Cybin at the annual and special meeting of Cybin shareholders held on October 12, 2023.

In accordance with the terms of the arrangement agreement dated August 28, 2023 between Small Pharma and Cybin, if the Arrangement becomes effective, Shareholders (other than dissenting Shareholders) will receive 0.2409 of a common share of Cybin (each, a “Consideration Share”) for every Small Pharma Share held. No Shareholders exercised dissent rights with respect to the Arrangement.

Holders of outstanding options to purchase Small Pharma Shares (“Small Pharma Options”) that are “in-the-money” based on the volume weighted average trading price of the Small Pharma Shares on the TSXV for the five trading days immediately preceding the effective time of the Arrangement (the “Small Pharma Share Value”) will receive from Small Pharma such number of Small Pharma Shares equal to the number of Small Pharma Options held, multiplied by the amount by which the Small Pharma Share Value exceeds the exercise price of such Small Pharma Options, divided by the Small Pharma Share Value. Such newly issued Small Pharma Shares will be acquired by Cybin on the same terms as the other Small Pharma Shares. Each Small Pharma Option that is “out-of-the-money” based on the Small Pharma Share Value will be deemed to be surrendered to Small Pharma for $0.001 and cancelled.

The TSX Venture Exchange (the “TSXV”) has conditionally approved the Arrangement. Subject to the approval of the British Columbia Supreme Court, the application for which is expected to be heard on October 17, 2023, and the satisfaction or waiver of other customary closing conditions, including the final acceptance of the TSXV, the Company currently expects that the effective date of the Arrangement will occur on October 23, 2023. Following completion of the Arrangement, the Company will be delisted from the TSXV and removed from trading on the OTCQB Venture Market, and will apply to the relevant securities regulatory authorities in Canada to cease to be a reporting issuer for purposes of securities legislation.

Further details with respect to the Arrangement are included in the Circular, which can be found on the Company’s profile on SEDAR+ at www.sedarplus.ca.

About Small PharmaSmall Pharma is a biotechnology company progressing a pipeline of short-duration psychedelic-assisted therapies for the treatment of mental health conditions. Small Pharma has a portfolio of clinical-stage N,N-Dimethyltryptamine (“DMT”) based assets, SPL026 and SPL028. The Company was granted an Innovation Passport designation for SPL026 from the U.K. Medicines and Healthcare products Regulatory Agency (the “MHRA”) and has a pipeline of proprietary preclinical assets.

Contact Information:Small Pharma Inc. George Tziras, Chief Executive OfficerEmail: ir@smallpharma.co.ukTel: +44 (0)7456 915 968

Cautionary Note Regarding Forward Looking StatementsThis press release contains statements that constitute “forward-looking information” (“forward-looking information”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.

Forward-looking statements in this news release include statements regarding: the Arrangement; the terms and conditions pursuant to which the Arrangement will be completed, if at all; the anticipated timing for and receipt of necessary court and regulatory approvals for the Arrangement; the completion of the Arrangement, delisting of the Small Pharma Shares from the TSXV and removal from the OTCQB Venture Market, and the Company ceasing to be a reporting issuer, and the anticipated timing of such events; and the Company’s ability to provide short-duration psychedelic-assisted therapies for the treatment of mental health conditions. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information.

Such factors include, but are not limited to: the ability of Small Pharma and Cybin to obtain all necessary court and regulatory approvals or satisfy conditions to the completion of the Arrangement; general business, economic, competitive, political and social uncertainties; and other factors discussed in each of Small Pharma’s and Cybin’s public filings, including the Circular, which are available on their respective profiles on SEDAR+ at www.sedarplus.ca. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.

Small Pharma makes no medical, treatment or health benefit claims about its proposed products. The MHRA or other similar regulatory authorities have not evaluated claims regarding DMT-assisted therapies and other next generation psychoactive compounds. The efficacy of such therapies has not been confirmed by MHRA-approved research. There is no assurance that such DMT-assisted therapies and other psychoactive compounds can diagnose, treat, cure or prevent any disease or condition. Vigorous scientific research and clinical trials are needed. Any references to quality, consistency, efficacy and safety of potential therapies do not imply that Small Pharma verified such in clinical trials or that Small Pharma will complete such trials. If Small Pharma cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse effect on Small Pharma’s performance and operations. 

The TSXV has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.