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");

            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; and

            1.1.3     28 March 2025 relating, inter alia, to (i) the Company's intention to publish audited annual financial
                      statements for the year ended 31 March 2025 ("AFS") prior to the distribution of the Circular; and (ii)
                      the Company and the shareholders of CC Pharmaceutical having 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"), to 29 August 2025, or such
                      earlier or later date as the parties to the Addendum may agree in writing.

2.   FURTHER EXTENSION OF CIRCULAR DISTRIBUTION DATE

     In order to allow for the finalistion of the audit of the AFS, the sign-off of the pro forma financial information in the
     Circular in compliance with the provisions set out in Section 8 of the JSE Listings Requirements and the completion
     of the requisite JSE submission process, the Company has sought and obtained dispensation from the JSE for a
     further extension of the date of distribution of the Circular to 28 July 2025.


8 April 2025

Corporate Advisor and Designated Advisor
Merchantec Capital

Date: 08-04-2025 03:02:00
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