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Xybion Digital Inc. Press Release

Xybion Digital Investors

Xybion Digital Inc. Announces Go-Private Transaction

Vancouver, British Columbia and Princeton, New Jersey–(Newsfile Corp. – May 16, 2024) – Xybion Digital Inc. (TSXV: XYBN) (“Xybion” or the “Company“) is pleased to announce a proposed go-private transaction (the “Arrangement“) pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “BCBCA“) whereby the Company will acquire all of the issued and outstanding Class A subordinate voting shares (the “Subordinate Voting Shares“) from the holders thereof (“Shareholders“) for cash consideration of $0.90 (the “Consideration“).

The Arrangement is intended to provide Shareholders with the opportunity to immediately realize cash for their investment. The Consideration represents an attractive premium to the recent trading price of the Subordinate Voting Shares on the TSX Venture Exchange (the “TSXV“). Due to the Company’s unique capital structure in which approximately 80% of the voting control of the Company is held by Mr. Pradip Banerjee by virtue of his holdings of Class B proportionate voting shares, there are limited strategic alternatives available to the Company, with the principal alternative to the Arrangement being maintaining the status quo and executing the Company’s current strategic plan. In light of the available alternatives, the Company considers the Arrangement to be more favorable to the Shareholders than any other strategic alternative reasonably available to the Company.

Details of the Arrangement

The Arrangement, which was approved unanimously by the board of directors of the Company (the “Board“), is to be carried out by way of a court-approved plan of arrangement under the BCBCA, and will require the approval of: (i) two-thirds of the votes cast by Shareholders at an annual general and special meeting of the Shareholders (the “Meeting“) and (ii) a simple majority of the votes cast by Shareholders at the Meeting, excluding votes from certain interested parties, as required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Meeting will be held on June 7, 2024 at 10:00 a.m. (Vancouver time).

In addition to Shareholder approval, the completion of the Arrangement will be subject to court and regulatory approvals, such as the TSXV. Subject to the satisfaction of such conditions, the Arrangement is expected to be completed on or about June 17, 2024.

Upon completion of the Arrangement, the Subordinate Voting Shares will be de-listed for trading on the TSXV and the Company will cease to be a reporting issuer under Canadian securities laws.

Board of Directors and Special Committee Recommendations

A special committee comprised entirely of independent directors of the Company (the “Special Committee“), with the advice of their advisors, unanimously recommended that the Board approve the Arrangement and recommend to Shareholders to vote in favour of the Arrangement. The Board evaluated the Arrangement with the Company’s management and its advisors and, following the unanimous recommendation from the Special Committee, the Board (with Mr. Pradip Banerjee abstaining) approved the Arrangement and determined that the Arrangement is in the best interest of the Company. The Board recommends that the Shareholders vote in favour of the Arrangement.

Additional Information about the Arrangement and Where to Find It

Additional information regarding the terms of the Arrangement, the background to the Arrangement, the rationale for the recommendations made by the Special Committee and the Board and how the Shareholders can participate in and vote at the Meeting will be provided in the management information circular (the “Circular“) which will be mailed to the Shareholders and also filed on the Company’s SEDAR+ profile at www.sedarplus.com. Shareholders are urged to read these and other relevant materials when they become available.

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 release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. 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” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “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 discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to, among other things, anticipated timing of the mailing of the Circular; the holding of the Meeting; the proposed timing and completion of the Arrangement; approval of the Arrangement by the Shareholders at the Meeting; the satisfaction of the conditions precedent to the Arrangement; timing, receipt and anticipated effects of court and other approvals; the delisting from the TSX-V and the closing of the Arrangement.

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: risks that a condition to closing of the Arrangement may not be satisfied; risks that the requisite Shareholder approvals, court or other applicable approvals for the Arrangement may not be obtained or be obtained subject to conditions that are not anticipated; the market price of the Company’s securities and business generally; potential legal proceedings relating to the proposed Arrangement and the outcome of any such legal proceeding; the inherent risks, costs and uncertainties associated with the Arrangement; the risk that the Arrangement will not be consummated within the expected time period, or at all; and the risks described in the Company’s public disclosure documents filed by the Company on SEDAR+.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Arrangement will receive requisite Shareholder approvals, court or other applicable approvals for the Arrangement; that the Arrangement, if approved, will be effected on or about June 17, 2024.

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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/209603

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