Tryp Therapeutics Inc. Announces Signing of Definitive Agreement with Exopharm Limited

KELOWNA, BC / ACCESSWIRE / December 11, 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 that the Company has entered into an arrangement agreement (the "Arrangement Agreement") with Exopharm Limited ACN 163 765 991 ("Exopharm" or the "Purchaser") dated as of December 8, 2023, pursuant to which Exopharm has agreed to acquire all of the issued and outstanding common shares in the capital of Tryp (the "Tryp Shares") in consideration of the issuance of 4.52 ordinary shares in the capital of Exopharm (the "Exopharm Shares") for each one (1) Tryp Share. The arm's length transaction will be completed by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").

Key Transaction Highlights

• The purchase price of CAD$0.08 represents a 78% premium to the closing price of $0.045 and a 112% premium to the 20-day volume weighted price of $0.0378 per Tryp Share on December 8, 2023
• Tryp shareholders expected to receive 4.52 Exopharm Shares for each one (1) Tryp Share held, representing an aggregate transaction value of approximately $12.8 million.
• Both the Board and the Special Committee unanimously recommend that Tryp securityholders vote in favor of the Arrangement.
• The majority of the directors of the combined entity to be appointed by Tryp.
• Tryp's clinical programs and development strategy will remain as the foundation of the combined entity.
• The combined entity is expected to relist on the Australian Securities Exchange (the "ASX") in Q1 2024 subject to, among other conditions, receipt of the requisite approval of Exopharm shareholders and raising a minimum of AUD$6,000,000 under a public offering.
• The Arrangement is subject to customary closing conditions, including approvals from Tryp securityholders and Exopharm shareholders, from the ASX and the Supreme Court of British Columbia (the "Court").

Jason Carroll, Chief Executive officer of Tryp, said "joining forces with Exopharm heralds a new era for Tryp, where we expect our combined strength and shared vision to elevate us to the prominent platform of the ASX. With enhanced access to capital and the evolving landscape of the Therapeutic Goods Administration (TGA) regulations in Australia for select psychedelics, we see even more paths forward to innovate and grow. I am thrilled to emphasize that our ongoing clinical commitments and our TRP-8803 R&D program remain unchanged and will be pursued with the same vigor and dedication. It is not expected that Exopharm's current R&D program will be pursued following completion of the transaction. With this merger, we're even better positioned to serve our stakeholders."