PsyBio Therapeutics Announces Non-Brokered Private Placement Financing

PsyBio Therapeutics Corp. (TSXV: PSYB | OTCQB: PSYBF), an intellectual property driven biotechnology company focused on discovery and development of novel, bespoke, psycho-targeted therapeutics to potentially improve mental and neurological health, announces that it intends to complete a non-brokered private placement of up to 20,000,000 units of the Company at an issue price of C$0.05 per Unit for gross proceeds of up to C$1,000,000.

Each Unit will consist of one subordinate voting share and one Share purchase warrant, with each Warrant entitling the holder thereof to acquire one Share at an exercise price of C$0.10 per Warrant Share for a period of two years from the first Closing Date (as defined below). The expiry date of the Warrants may be accelerated by the Company at any time and upon 30 days’ notice, if the closing price of the Shares on the TSX Venture Exchange is greater than C$0.20 for any 10 non-consecutive trading days following the date that is four months and one day after the date of issuance and prior to the expiry date of the Warrants.

The Company intends to use the proceeds of the Offering for cGMP manufacturing, clinical trials and general corporate and working capital purposes.

Subject to the approval of the TSXV, it is anticipated that the Offering will be completed in one or more tranches, with the first tranche closing on or about December 23, 2022, or such other date as may be determined by the Company. There can be no assurances that the Offering will be completed on the terms set out herein, or at all, or that the proceeds of the Offering will be sufficient for the purposes of the Company set out herein.

In connection with the Offering, eligible parties may receive a cash finder’s fee equal to up to seven percent (7%) of the gross proceeds of the Units sold to subscribers introduced by such parties, and warrants to purchase that number of Shares as is equal to up to seven percent (7%) of the Units sold to subscribers introduced by such parties. Each Finder’s Warrant will be exercisable to acquire one Share at a price of C$0.05 per Share for a period of two years from the first Closing Date.

The securities issued or issuable in connection with the Offering (including the Units, Shares, Warrants, Warrant Shares and Finder’s Warrants) will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities legislation. The Offering is subject to TSXV approval.

The securities referred to in this news release 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 within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

As certain insiders and other related parties of the Company may be participating in the Offering, it may be deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61- 101 (pursuant to subsections 5.5(a) and 5.7(a)) as the fair market value of the securities distributed to, and the consideration received from, related parties will not exceed 25% of the Company’s market capitalization.

PsyBio Therapeutics is an intellectual property driven biotechnology company developing new, bespoke, psycho-targeted therapeutics to potentially improve mental and neurological health. The team has extensive experience in drug discovery based on synthetic biology and metabolic engineering as well as clinical and regulatory expertise progressing drugs through human studies and regulatory protocols. Research and development is currently ongoing for naturally occurring psychoactive tryptamines originally discovered in different varieties of hallucinogenic mushrooms, other tryptamines and phenethylamines and combinations thereof. The Company utilizes a bio-medicinal chemistry approach to therapeutic development, in which psychoactive compounds can be utilized as a template upon which to develop precursors and analogs, both naturally and non-naturally occurring.