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Cybin Inc. — Proxy Solicitation & Information Statement 2025
Jul 28, 2025
47494_rns_2025-07-28_8b68a514-f0c1-4788-9518-2b3828907cae.pdf
Proxy Solicitation & Information Statement
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CYBIN INC.
(the "Corporation")
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of the holders (collectively, the "Shareholders" or individually, a "Shareholder") of the common shares in the capital of the Corporation (the "Common Shares") will be held on August 18, 2025 at the hour of 10:00 a.m. (Toronto time). The Meeting will be held in a virtual meeting format only via live webcast online at https://meetings.lumiconnect.com/400-915-565-382 for the following purposes:
- to receive the audited financial statements of the Corporation for the financial year ended March 31, 2025, together with the report of the auditor thereon;
- to appoint Zeifmans LLP as auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix its remuneration;
- to consider and, if thought appropriate, pass, with or without variation, a special resolution to set the number of directors of the Corporation at six (6), as more fully described in the accompanying management information circular dated July 14, 2025 (the "Circular");
- to elect the directors of the Corporation; and
- to transact such other business as may properly be brought before the Meeting or any adjournment or adjournments thereof.
Accompanying this Notice of Annual General Meeting of Shareholders is the Circular, a form of proxy for Shareholders and a copy of the audited financial statements of the Corporation for the financial year ended March 31, 2025, together with the report of the auditor thereon.
The Meeting will be held in a virtual meeting format only via live webcast online at https://meetings.lumiconnect.com/400-915-565-382 password: "cybin2025" (case sensitive). Registered Shareholders and duly appointed proxyholders will be able to attend the Meeting (virtually), submit questions and vote by online ballot, provided they are connected to the internet and follow the instructions in the Circular.
As a Shareholder of the Corporation, it is very important that you read the Circular and other Meeting materials carefully. They contain important information with respect to voting your Common Shares and attending and participating at the Meeting.
A Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Corporation's transfer agent and registrar, Odyssey Trust Company, (a) by mail at Attn: Proxy Department, 67 Yonge St., Suite 702, Toronto ON M5E 1J8, or (b) by voting online at https://login.odysseytrust.com/pxlogin, clicking on vote and entering their 12 digit control number by no later than 10:00 a.m. (Toronto time) on Thursday, August 14, 2025 or if the Meeting is adjourned, not less than 24 hours (excluding Saturdays, Sundays and holidays) before the time set for any reconvened meeting at which the proxy is to be used.
Shareholders who wish to appoint a person other than the management nominees identified in the form of proxy must carefully follow the instructions in the Circular and on their form of proxy. These instructions
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include the additional step of registering the proxyholder with the Corporation's transfer agent, Odyssey Trust Company, after submitting the form of proxy. If you wish that a person other than the management nominees identified on the form of proxy attend and participate at the Meeting as your proxy and vote your Common Shares, including if you are a non-registered Shareholder and wish to appoint yourself as proxyholder to attend, you MUST register the proxyholder after having submitted your form of proxy identifying such proxyholder. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving login credentials to participate in the Meeting and will not be able to attend or vote at the Meeting.
The record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Meeting and any adjournment(s) or postponement(s) is the close of business on July 8, 2025 (the "Record Date"). The Shareholders of record as of the close of business on the Record Date will be entitled to receive this Notice of the Annual General Meeting of Shareholders and the accompanying Circular and to (virtually) attend and vote at the Meeting and any adjournment(s) or postponement(s) thereof.
DATED at Toronto, Ontario this 14th day of July, 2025.
BY ORDER OF THE BOARD
"Eric So"
Eric So
Director and President