Cybin Inc. — Capital/Financing Update 2021

Jan 18, 2021

January 18, 2021

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CYBIN INC. C$20,025,000 BOUGHT DEAL PUBLIC OFFERING OF UNITS TERM SHEET

NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the applicable Canadian securities regulatory authorities in each of the provinces of Canada other than Quebec. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities. Copies of the preliminary short form prospectus may also be obtained from Canaccord Genuity Corp. at ecm@cgf.com. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This term sheet shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Company: Cybin Inc. (the “Company”). Listing: The Company’s common shares currently trade under the ticker symbol “CYBN” on the NEO Exchange Inc. (the “Exchange”). Offering: Short form prospectus offering of 8,900,000 units of the Company (the “Units”) on a bought deal basis (the “Offering”). Gross Proceeds: C$20,025,000 (C$23,028,750 if the Over-Allotment Option is fully exercised). Issue Price: C$2.25 per Unit (the “Issue Price”). Units: Each Unit shall be comprised of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”) exercisable to acquire one Common Share at an exercise price of C$3.25 per Common Share (the “Exercise Price”) for a period of 36 months from the closing of the Offering. The Company will endeavour to list the Warrants on the Exchange.

Warrant Acceleration If, at any time following the closing of the Offering, the daily volume Right: weighted average trading price of the Common Shares on the Exchange is greater than C$5.00 per Common Share for the preceding 10 consecutive trading days, the Company shall have the right to accelerate the expiry date of the Warrants to a date that is at least 30 trading days following the date of such written notice.

Over-Allotment Option: The Company has granted the Underwriters an option (the “OverAllotment Option”), to purchase an additional 1,335,000 Units at the Issue Price, exercisable at any time, for a period of 30 days after and including the Closing Date to cover any over-allocation position (as such term is defined in National Instrument 41-101 General Prospectus

Requirements ). Such Over-Allotment Option will be qualified for distribution under the short form prospectus.

Use of Proceeds:

The net proceeds of the Offering will be used to advance the Company’s clinical trials, novel molecule programs and technologies surrounding the patient experience, and for working capital and general corporate purposes.

Form of Offering: Bought deal by way of short form prospectus. Jurisdictions:

The Unitswill be (i) distributed to the public in Canadathrough the filing of a short form prospectus with the appropriate securities authorities in certain provinces of Canada (excluding Quebec), (ii) offered and sold in the “United States” and to “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) on a private placement basis pursuant to available exemptions from registration requirements of the U.S. Securities Act and applicable U.S. state securities laws, and (iii) offered and sold in other offshore jurisdictions pursuant to available prospectus or registration exemptions in accordance with applicable laws.

Eligibility: Eligible for RRSP, RESP, RRIF, TFSA and DPSP Accounts.

Qualification:

The Company will obtain all necessary approvals of the Exchange and any other applicable regulatory authority or stock exchange in connection with the Offering and will cause the Common Shares (including the Common Shares underlying the Warrants and the Underwriters’ Warrants (as defined below)) to be listed and posted for trading on the Exchange and other exchanges, as necessary.

Underwriters’ Cash Commission:

6.0% of the aggregate gross proceeds of the Offering payable in cash.

Underwriters’ Warrants: The Underwriters will receive warrants (the “Underwriters’ Warrants”) exercisable at any time prior to the date that is 36 months from the Closing Date to acquire that number of Units which is equal to 6.0% of the number of Units sold under the Offering.

President’s List:

The Company shall provide a president’s list of investors (the “President’s List”) that may subscribe for up to C$2,000,000 of the Offering. The compensation to the Agents on these subscriptions will be reduced to 3.0% Cash Commission and 3.0% Agents’ Warrants.

Closing Date:

The closing of the Offering will occur on or about February 4, 2021 (the “Closing Date”) or such other date as the Company and the Lead Underwriter may agree.

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