CILO CYBIN HOLDINGS LIMITED - Related Party Acquisition of a Viable Asset: Update

Related Party Acquisition of a Viable Asset: Update

Cilo Cybin Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2022/320351/06)
Share code: CCC  ISIN: ZAE000310397
("Cilo Cybin" or "the Company")


RELATED PARTY ACQUISITION OF A VIABLE ASSET: UPDATE


1.   INTRODUCTION

     1.1    Shareholders are referred to the announcements released on the Stock Exchange News Service ("SENS")
            (and using the terms defined therein unless otherwise stated) on:

            1.1.1   23 December 2024 ("Terms Announcement") relating, inter alia, to the proposed acquisition by the
                    Company of all the issued shares in Cilo Cybin Pharmaceutical Proprietary Limited ("CC
                    Pharmaceutical") ("the Acquisition") and the amendment of the Company's current memorandum
                    of incorporation ("MOI") ("Existing MOI") by its replacement with a new MOI ("New MOI"); and

            1.1.2   26 February 2025 relating to the extension of the date of distribution of the circular to shareholders
                    incorporating, inter alia, historical and pro forma financial information, revised listing particulars, a
                    fairness opinion prepared by an independent expert and resolutions requiring the approval of
                    shareholders in order to implement, inter alia, the Acquisition and the new MOI ("Circular") to 7 April
                    2025.

2.   FURTHER EXTENSION OF CIRCULAR DISTRIBUTION DATE AND ADDENDUM TO THE SHARE PURCHASE
     AGREEMENT

     2.1    It is the intention of the Company to have the audit of its annual financial statements for the year ending
            31 March 2025 finalised and the results published on SENS prior to the distribution of the Circular. As a result,
            the pro forma financial information to be contained in the Circular will be updated accordingly, in compliance
            with the provisions set out in Section 8 of the JSE Listings Requirements.

     2.2    The Company will be approaching the JSE in due course to obtain dispensation for a further extension of the
            Circular distribution date so as to accommodate the above. Shareholders will be provided with relevant
            updates in this regard in due course.

     2.3    In the interim, Shareholders are hereby advised that on 27 March 2025, the Company and the shareholders
            of CC Pharmaceutical entered into an addendum to the Agreement ("Addendum") to extend the date by
            which the conditions precedent to the Acquisition are required to be fulfilled or waived, as the case may be
            ("Longstop Date"), from 31 March 2025 to 29 August 2025, or such earlier or later date as the parties to the
            Addendum may agree in writing.

28 March 2025

Corporate Advisor and Designated Advisor
Merchantec Capital

Date: 28-03-2025 04:15:00
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