Tryp Therapeutics Inc. Announces Private Placement of Unsecured Convertible Notes for Gross Proceeds of AUD$3.0 Million

KELOWNA, BC / ACCESSWIRE / November 2, 2023 / Tryp Therapeutics, Inc. ("Tryp" or the "Company") (CSE:TRYP), a clinical-stage biotechnology company focused on developing intravenous-infused psilocin (the active metabolite of psilocybin) for diseases with high unmet medical needs, is pleased to announce a private placement (the "Private Placement") of unsecured convertible notes (the "Notes") for an aggregate principal amount of up to AUD$3.0 million, with the ability to accept oversubscriptions of up to AUD$0.3m.

The Notes will be denominated in Australian Dollars, will have a term of 12 months (the "Maturity Date"), and will be interest free. The Notes shall automatically convert into common shares in the capital of the Company (the "Common Shares") on the earlier of: (i) the Maturity Date, or (ii) the time the Company is completing a liquidity event, as defined in the Notes. The price at which the Notes will be converted into Common Shares will vary depending on various scenarios as set out in the Notes and at a conversion price fixed in accordance with CSE policies. The proceeds of the Private Placement will be used for general working capital purposes. Closing of the Private Placement is anticipated to occur on or about November 9, 2023, and is subject to receipt of all necessary corporate and regulatory approvals, including the approval of the Canadian Securities Exchange (the "CSE"). The Notes and the underlying Tryp Shares issuable on conversion of the Notes, will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

In connection with the Private Placement, the Company has entered into an engagement agreement (the "Engagement Agreement") with ACNS Capital Markets Pty Ltd trading as Alto Capital ("Alto Capital") pursuant to which Alto Capital is entitled to a cash fee of 6% of proceeds raised under the Private Placement and will be issued such number of warrants as equals to 4.0% of the Common Shares issuable on conversion of the Notes.

It is currently expected that one or more directors or officers of the Company will participate in the Private Placement, acquiring Notes on the same basis as other subscribers. In addition, a director is entitled to receive certain fees from Alto Capital in connection with the Private Placement and the transactions contemplated in the Engagement Agreement. Consequently, the Private Placement constitutes a "related party transaction" as such term is defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company will rely on Section 5.5(b) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement.