CYBIN INC.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This AIF, and certain documents incorporated by reference in this AIF, contain forward-looking information and forward-looking statements within the meaning of Canadian securities legislation (“forward-looking statements”). All statements other than statements of historical fact contained in this AIF and in documents incorporated by reference in this AIF, including, without limitation, those regarding the Company’s future financial position, business strategy, budgets, research and development, plans and objectives of management for future operations, and any statements preceded by, followed by or that include the words “expect,” “likely”, “may,” “will,” “should,” “intend,” or “anticipate,” “potential,” “proposed,” “estimate” and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy, are forward-looking statements.

Forward-looking statements and information include, without limitation, the information concerning possible or assumed future results of operations of the Company set out under “General Development of the Business” and “Description of the Business”, including statements regarding:

•assumptions and expectations described in the Company’s critical accounting policies and estimates;

•the Company’s expectations regarding the adoption and impact of certain accounting pronouncements;

•the Company’s expectations regarding the market for psilocybin products;

•the Company’s expectations regarding legislation, regulations and licensing related to the import, export, processing and sale of psilocybin products;

•the approval of regulatory bodies of psychedelic substances including psilocybin, for the treatment of various health conditions;

•the healthcare industry in Canada, the United States, the Netherlands, the European Union (the “EU”), Ireland and the United Kingdom;

•the ability to enter and participate in international market opportunities;

•the ability to secure inventory through long-term supply contracts or otherwise;

•product diversification and future corporate development;

•anticipated results of research and development;

•production capacity expectations including discussions of plans or potential for expansion of capacity at existing or new facilities;

•expectations with respect to future expenditures and capital activities; and

•statements about expected use of proceeds from fundraising activities.

These statements are not historical facts, but instead represent only the Company’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Management provides forward-looking statements because it believes they provide useful information to readers when considering their investment objectives and cautions readers that the information may not be appropriate for other purposes. Consequently, all of the forward-looking statements made in this AIF and in documents incorporated by reference in this AIF are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. These forward-looking statements are made as of the date of this AIF and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.

The forward-looking statements in this AIF and in documents incorporated by reference in this AIF are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future, including assumptions regarding business and operating strategies, and the Company’s ability to operate on a profitable basis. The Company does not undertake any obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this report, except as may be required by law.

Some of the risks which could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include:

Risks Related to the Company’s Business and Industry:

•limited operating history;

•achieving publicly announced milestones;

•speculative nature of investment risk;

•early stage of the industry and product development;

•regulatory risks and uncertainties;

•risks of operating in European countries;

•“foreign private issuer” status under the U.S. securities laws;

•plans for growth;

•limited products;

•limited marketing and sales capabilities;

•no assurance of commercial success;

•no profits or significant revenues;

•reliance on third parties for clinical development activities;

•risks related to third party relationships;

•reliance on contract manufacturers;

•safety and efficacy of products;

•clinical testing and commercializing products;

•completion of clinical trials;

•commercial grade product manufacturing;

•nature of regulatory approvals;

•unfavourable publicity or consumer perception;

•social media;

•biotechnology and pharmaceutical market competition;

•reliance on key executives and scientists;

•employee misconduct;

•business expansion and growth;

•negative results of external clinical trials or studies;

•product liability;

•enforcing contracts;

•distribution and supply chain interruption;

•difficulty to forecast;

•promoting the brand;

•product viability;

•success of quality control systems;

•reliance on key inputs;

•liability arising from fraudulent or illegal activity;

•operating risk and insurance coverage;

•costs of operating as public company;

•management of growth;

•conflicts of interest;

•foreign operations;

•exchange rate fluctuations

•cybersecurity and privacy risk;

•environmental regulation and risks;

•decriminalisation of psychedelics;

•forward-looking statements may prove to be inaccurate;

•effects of inflation;

•political and economic conditions;

•application and interpretation of tax laws;

•enforcement of civil liabilities;

•pandemics;

Risks Related to Intellectual Property:

•trademark protection;

•trade secrets;

•patent law reform;

•patent litigation and intellectual property;

•protection of intellectual property;

•third-party licenses;

Financial and Accounting Risks:

•substantial number of authorized but unissued Common Shares (as defined herein);

•dilution;

•negative cash flow from operating activities;

•additional capital requirements;

•lack of significant product revenue;

•estimates or judgments relating to critical accounting policies;

•inadequate internal controls;

Risks related to the Common Shares:

•market for the Common Shares;

•significant sales of Common Shares;

•volatile market price for the Common Shares;

•tax issues; and

•no dividends.

Although the forward-looking statements contained in this AIF are based upon what management currently believes to be reasonable assumptions, the Company cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. In particular, the Company has made assumptions regarding, among other things:

•substantial fluctuation of losses from quarter to quarter and year to year due to numerous external risk factors, and anticipation that we will continue to incur significant losses in the future;

•uncertainty as to the Company’s ability to raise additional funding to support operations;

•the Company’s ability to access additional funding;

•the fluctuation of foreign exchange rates;

•the risks associated with pandemics;

•the risks associated with the development of the Company’s product candidates which are at early stages of development;

•reliance upon industry publications as the Company’s primary sources for third-party industry data and forecasts;

•reliance on third parties to plan, conduct and monitor the Company’s preclinical studies and clinical trials;

•reliance on third party contract manufacturers to deliver quality clinical and preclinical materials;

•the Company’s product candidates may fail to demonstrate safety and efficacy to the satisfaction of regulatory authorities or may not otherwise produce positive results;

•risks related to filing investigational new drug applications to commence clinical trials and to continue clinical trials if approved;

•the risks of delays and inability to complete clinical trials due to difficulties enrolling patients;

•competition from other biotechnology and pharmaceutical companies;

•the Company’s reliance on the capabilities and experience of the Company’s key executives and scientists and the resulting loss of any of these individuals;

•the Company’s ability to fully realize the benefits of acquisitions;

•the Company’s ability to adequately protect the Company’s intellectual property and trade secrets;

•the risk of patent-related or other litigation; and

•the risk of unforeseen changes to the laws or regulations in the United States, the United Kingdom, Canada, the Netherlands, Ireland and other jurisdictions in which the Company operates.

Drug development involves long lead times, is very expensive and involves many variables of uncertainty. Anticipated timelines regarding drug development are based on reasonable assumptions informed by current knowledge and information available to the Company. Every patient treated on future studies can change those assumptions either positively (to indicate a faster timeline to new drug applications and other approvals) or negatively (to indicate a slower timeline to new drug applications and other approvals). This AIF contains certain forward-looking statements regarding anticipated or possible drug development timelines. Such statements are informed by, among other things, regulatory guidelines for developing a drug with safety studies, proof of concept studies, and pivotal studies for new drug application submission and approval, and assumes the success of implementation and results of such studies on timelines indicated as possible by such guidelines, other industry examples, and the Company’s development efforts to date.

In addition to the factors set out above and those identified in this AIF under "Risk Factors", other factors not currently viewed as material could cause actual results to differ materially from those described in the forward-looking statements. Although Cybin has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be anticipated, estimated or intended. Accordingly, readers should not place any undue reliance on forward-looking statements.