Mr. Peter Molloy reports

TRYP THERAPEUTICS INC. ANNOUNCES SIGNING OF DEFINITIVE AGREEMENT WITH EXOPHARM LIMITED

Tryp Therapeutics Inc. has entered into an arrangement agreement with Exopharm Ltd. (ACN 163 765 991) dated as of Dec. 8, 2023, pursuant to which Exopharm has agreed to acquire all of the issued and outstanding common shares in the capital of Tryp in consideration of the issuance of 4.52 ordinary shares in the capital of Exopharm for each 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).

Key transaction highlights:

• The purchase price of eight cents represents a 78-per-cent premium to the closing price of 4.5 cents and a 112-per-cent premium to the 20-day volume-weighted price of 3.78 cents per Tryp share on Dec. 8, 2023;
• Tryp shareholders expected to receive 4.52 exopharm shares for each 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 favour 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 in Q1 2024, subject to, among other conditions, receipt of the requisite approval of Exopharm shareholders and raising a minimum of $6-million (Australian) 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.

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 [research and development] program remain unchanged and will be pursued with the same vigour 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."

The arrangement agreement is the culmination of an extensive and robust review of strategic alternatives available to maximize shareholder value that was conducted by the company's board of directors and a special committee of the board.

Pursuant to the terms and conditions of the arrangement agreement, Exopharm has agreed to acquire 100 per cent of the issued and outstanding Tryp shares in consideration of 4.52 Exopharm shares per Tryp share. The consideration reflects a 78-per-cent premium to the closing price of the shares on the Canadian Securities Exchange of 4.5 cents on Dec. 8, 2023, the last trading day of the Tryp shares prior to the announcement of the arrangement. Pursuant to the arrangement agreement, holders of convertible securities of Tryp, including stock options, common share purchase warrants, secured convertible debentures and unsecured convertible notes, will receive replacement securities of Exopharm having substantially similar economic terms in accordance with the rules of the ASX.

The board, after receiving the recommendation of the special committee, has determined that the arrangement, including the transactions contemplated thereunder, is fair to holders of Tryp securities and is in the best interests of the company. Accordingly, the board approved the arrangement agreement and recommends that securityholders vote their securities in favour of the arrangement.

Each of the directors and executive officers of Tryp have entered into voting and support agreements with the purchaser and have agreed to, among other things, vote their securities in favour of the arrangement.

The arrangement agreement

Pursuant to the arrangement, each Tryp share outstanding immediately prior to the effective time of the arrangement will be transferred to and purchased by the purchaser in consideration of 4.52 Exopharm shares and each Tryp convertible security outstanding immediately prior to the effective time of the arrangement will be exchanged for securities of Exopharm having substantially similar economic terms, in accordance with the rules of the ASX.

The arrangement is subject to a number of closing conditions, including: the approval of the court; the approval of the ASX and all other applicable third party and regulatory consents for the arrangement; the company obtaining the requisite approval of its securityholders; Exopharm obtaining the requisite approval of its shareholders; no more than 10 per cent of the company's shareholders exercising their rights of dissent in connection with the arrangement; and the satisfaction of certain other closing conditions customary for a transaction of this nature.

The arrangement agreement includes customary provisions, including non-solicitation, right to match and fiduciary-out provisions, as well as certain representations, covenants and conditions that are customary for a transaction of this nature. The arrangement agreement provides for a termination fee payable by either party in certain circumstances in the event the arrangement does not close.

Further information regarding the arrangement will be contained in a management information circular that Tryp will prepare, file and mail to the Tryp securityholders in connection with an annual and special meeting of the Tryp securityholders to be held to consider the arrangement. All securityholders are urged to read the circular once available as it will contain important additional important information concerning the arrangement. The arrangement agreement will also be filed on SEDAR+.

Only the holders of Tryp shares, Tryp optionholders and Tryp warrantholders at the close of business on the record date will be entitled to vote at the meeting. The arrangement will require the approval of: (i) at least 66-2/3rds per cent of the votes cast by Tryp shareholders; and (ii) at least 66-2/3rds per cent of the votes cast by holders of Tryp convertible securities, voting as a class.

Advisers and counsel

Pushor Mitchell LLP is acting as legal counsel to Tryp in Canada and K&L Gates LLP is acting as legal counsel to Tryp in Australia in connection with the arrangement.

Osler Hoskin & Harcourt LLP is acting as legal counsel to Exopharm in Canada and Hamilton Locke Pty. Ltd. is acting as legal counsel to Exopharm in Australia.

ACNS Capital Markets Pty. Ltd., trading as Alto Capital, acted as Tryp's adviser to Tryp's recently closed private placement of unsecured convertible notes, which raised approximately $3.39-million (Australian), and is acting Exopharm's corporate adviser in connection with the arrangements.

About Tryp Therapeutics Inc.

Tryp Therapeutics is a clinical-stage biotechnology company focused on developing proprietary, novel formulations for the administration of psilocin in combination with psychotherapy to treat diseases with unmet medical needs. Tryp's lead program, TRP-8803, is a proprietary formulation of intravenous-infused psilocin (the active metabolite of psilocybin) that alleviates numerous shortcomings of oral psilocybin, including: significantly reducing the time to onset of the psychedelic state, controlling the depth and duration of the psychedelic experience and reducing the overall duration of the intervention to a commercially feasible time frame. The company has completed a phase 2a clinical trial for the treatment of binge eating disorder at the University of Florida, which demonstrated an average reduction in binge eating episodes of greater than 80 per cent. The company has also started a phase 2a clinical trial with the University of Michigan for the treatment of fibromyalgia and is preparing to initiate a phase 2a clinical trial (investigational new drug has been cleared to proceed) with Massachusetts General Hospital for the treatment of abdominal pain and visceral tenderness in patients suffering from IBS (irritable bowel syndrome). Each of the studies is utilizing TRP-8802 (synthetic, oral psilocybin) to demonstrate clinical benefit in these indications. Where a positive clinical response has been demonstrated, subsequent studies are expected to utilize TRP-8803 (intravenous-infused psilocin), which has the potential to further improve efficacy, safety and patient experience.

About Exopharm Ltd.

Exopharm is a leader in advancing and manufacturing technologies for exosome-based medicines using exosomes or extracellular vesicles (EVs) as a chassis for improved and non-viral drug delivery.

Exosomes can be loaded with a variety of active pharmaceutical ingredients (APIs) and can be targeted to selected cell types and tissue types, improving the safety profile of the APIs and providing better treatments. Exosomes can be used to deliver small-molecule drugs, mRNA, DNA and other types of APIs. Currently Exopharm is executing a strategy to maximize the significant value of the company's IP (intellectual property) position in the exosome field.

Completion of the arrangement is subject to a number of conditions, including, but not limited to, all requisite regulatory, court and exchange approvals, the approval of the court, as well as the approvals of the securityholders of Tryp and shareholders of Exopharm. The arrangement cannot close until the required approvals are obtained. There can be no assurance that the arrangement will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the circular to be prepared in connection with the arrangement, any information released or received with respect to the arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of the company should be considered highly speculative.

We seek Safe Harbor.