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Xybion Announces Completion of Go-Private Plan of Arrangement

Xybion Digital Investors

Vancouver, British Columbia–(Newsfile Corp. – June 26, 2024) – Xybion Digital Inc. (TSXV: XYBN) (the “Company” or “Xybion“) is pleased to announce the completion of its previously announced plan of arrangement (the “Arrangement“) under Division 5 of Part 9 of the Business Corporations Act (British Columbia), effective at 12:01 a.m. (Vancouver time) on June 26, 2024.

The Arrangement was approved at the annual general and special meeting (the “Meeting“) of Xybion shareholders held on June 14, 2024 and by the Supreme Court of British Columbia on June 21, 2024.

Pursuant to the Arrangement, the Company has acquired all of the issued and outstanding Class A subordinate voting shares (the “Subordinate Voting Shares”) from the holders thereof for cash consideration of C$0.90 per Subordinate Voting Share. In connection with the completion of the Arrangement, the Subordinate Voting Shares will be delisted from the TSX Venture Exchange on or around June 27, 2024 and the Company will apply to cease being a reporting issuer in all jurisdictions in which it is currently reporting.

Further information regarding the Arrangement is set forth in the materials prepared by the Company in connection with the Meeting, which can be found on the Company’s profile on SEDAR+ at www.sedarplus.ca.

ON BEHALF OF THE BOARD OF DIRECTORS

Per: “DR. PRADIP BANERJEE

Dr. Pradip Banerjee

Chairman and Chief Executive Officer
[email protected]
609-512-5790 x122

About Xybion Digital Inc.

Xybion is a global SaaS company that helps enterprise life sciences organizations accelerate new drug development into approved medicines that may save lives and keep employees safe. We digitize drug research and development, laboratory testing, regulatory approvals, and pharmaceutical manufacturing on a single, unified cloud platform that is cost-effective, ready to deploy, and easy to use. Xybion has over 160 clients in 29 countries using its low-code software to accelerate timelines, improve compliance, expand capacity, minimize operating risks, and reduce expenses while keeping employees safe.

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY NOTE WITH RESPECT TO FORWARD-LOOKING STATEMENTS

This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements include, without limitation, statements with respect to the consummation and timing of the Arrangement; the consideration to be received by Shareholders; the delisting of the Shares and the intention that Xybion will cease to be a reporting issuer. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends”, “expects” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or will “potentially” or “likely” occur. This information and these statements, referred to herein as “forward looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding the Transaction, and the expected timing and closing and various steps to be completed in connection with the Transaction.

These forward-looking statements involve numerous risks and uncertainties, and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the timing of delisting or the application to cease to be a reporting issuer being delayed, as well as those risk factors discussed or referred to in the Company’s disclosure documents filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, assumptions regarding the timing of delisting or the application to cease to be a reporting issuer.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

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