Announcement • May 05
Tryp Therapeutics to be Delisted from the Canadian Securities Exchange and to Stop Trading on the OTCQB Venture Market Following the Arrangement Tryp Therapeutics Inc. has been acquired by Exopharm Limited through an all-stock transaction, as the plan of arrangement has been finalized, allowing Tryp shareholders to exchange each of their shares for 3.616 Exopharm shares. Following the arrangement, Tryp will be delisted from the Canadian Securities Exchange and will stop trading on the OTCQB Venture Market. Exopharm shares are set to begin trading on the Australian Securities Exchange under the new name ‘Tryptamine Therapeutics Limited’ with the ticker ‘TYP’. Announcement • May 03
Tryp Therapeutics Inc. (CNSX:TRYP) completed the acquisition of Exopharm Limited (ASX:EX1) in a reverse merger transaction. Tryp Therapeutics Inc. (CNSX:TRYP) entered into a definitive agreement to acquire Exopharm Limited (ASX:EX1) for CAD 7.2 million in a reverse merger transaction on December 8, 2023. Pursuant to the agreement Exopharm has agreed to acquire all of the issued and outstanding common shares in the capital of Tryp (the “Tryp Shares”) in consideration of the issuance of 4.52 ordinary shares in the capital of Exopharm (the “Exopharm Shares”) for each one (1) Tryp Share. 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 (collectively, the “Tryp Convertible Securities”) will receive replacement securities of Exopharm having substantially similar economic terms in accordance with the rules of the ASX. The purchase price of CAD 0.08 per Tryp Share and aggregate transaction value of approximately CAD 12.8 million. The majority of the directors of the combined entity to be appointed by Tryp. The combined entity is expected to relist on the Australian Securities Exchange (the “ASX”) in Q1 2024 subject to, among other conditions, receipt of the requisite approval of Exopharm shareholders and raising a minimum of AUD 6,000,000 under a public offering. As of January 25, 2024, Tryp entered into an amendment to its arrangement agreement with Exopharm Limited. Under the revised terms, Exopharm will acquire all issued and outstanding common shares of Tryp, in exchange for 3.616 ordinary shares of Exopharm for each Tryp share, a change from the previously stated ratio of 4.52. Additionally, there will be a consolidation of Exopharm shares before completing the transaction, adjusting from a 2:1 to a 2.5:1 consolidation ratio.The Arrangement is subject to customary closing conditions, including approvals from Tryp securityholders and Exopharm shareholders, all other applicable third party, regulatory consents for the Arrangement, no more than 10% of the Company's shareholders exercising their rights of dissent in connection with the Arrangement, approvals from the ASX and the Supreme Court of British Columbia (the “Court”). Both the Board and the Special Committee unanimously recommend that Tryp securityholders vote in favor of the Arrangement, Exopharm Capital Raise. Tryp will pay termination fee of CAD 1 million while Exopharm shall pay CAD 0.2 million. Post acquisition, Exopharm will change its name to Tryptamine Therapeutics Australia Limited and the symbol TYP. As of March 8, 2024 Exopharm and Tryp Therapeutics Inc signed a Binding Arrangement Agreement. Pushor Mitchell LLP acted as legal counsel to Tryp in Canada and K&L Gates LLP acted as legal counsel to Tryp in Australia in connection with the Arrangement. Alan Hutchison of Osler, Hoskin & Harcourt LLP acted as legal counsel to Exopharm in Canada and Hamilton Locke Pty Ltd acted as legal counsel to Exopharm in Australia. ACNS Capital Markets Pty Ltd trading as Alto Capital acted as Exopharm’s corporate advisor in connection with the arrangements. Computershare Investor Services Inc. acted as a transfer agent of Tryp while Automic Pty Ltd. acted as a transfer agent of Exopharm.Tryp Therapeutics Inc. (CNSX:TRYP) completed the acquisition of Exopharm Limited (ASX:EX1) in a reverse merger transaction on May 1, 2024. Board Change • Mar 05
Less than half of directors are independent Following the recent departure of a director, there are only 2 independent directors on the board. The company's board is composed of: 2 independent directors. 3 non-independent directors. Independent Director Chris Ntoumenopoulos was the last independent director to join the board, commencing their role in 2022. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. 
