Cynapsus Therapeutics Inc.
TSX VENTURE : CTH

Cynapsus Therapeutics Inc.

January 28, 2011 16:30 ET

Cynapsus Announces Debenture Financing

TORONTO, ONTARIO--(Marketwire - Jan. 28, 2011) -

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR DISSEMINATION/

Cynapsus Therapeutics Inc. ("Cynapsus" or the "Corporation") (formerly Cannasat Therapeutics Inc.) (TSX VENTURE:CTH) announced today that it has arranged financing (the "Financing") of secured Series C Debentures ("Secured Debentures") in the aggregate principal amount of $300,000. The Secured Debentures bear interest at a rate of 8% per annum and is secured by a security interest in the assets of the Corporation (equal to the Series A Debentures). The Secured Debentures are payable by Cynapsus on or before December 30, 2011. As part of the Financing, the Corporation will pay an 8% capital discount to the debenture holders resulting in net proceeds to the Corporation of $276,000 and issue 1,104,000 common shares to the debenture holders at a price of $0.05 per share.

As a collateral matter, effective January 28, 2011, and pursuant to the terms of Share Purchase Agreements dated January 21, 2011, David Hill and Lorne Gertner have agreed to transfer for nominal consideration to third parties 6,308,454 shares immediately, 736,212 shares on September 23, 2011, and 736,212 shares on March 23, 2012. As a result, upon closing of the financing, David Hill and Lorne Gertner will own 9.77% and 9.86%, of the Common shares in the capital of the Corporation, respectively.

The securities being issued are all subject to a four-month hold period in accordance with applicable Canadian securities laws. The securities have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and, until so registered, may not be offered or sold in the United States or any state or to, or for the account of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.

The Corporation will use the proceeds of the loan for working capital, to fund ongoing research and development activities and current liabilities.

About Cynapsus Therapeutics

Cynapsus is a specialty clinical development pharmaceutical company targeting diseases of the brain. Cynapsus has a lower risk Parkinson's drug candidate ("APL-130277"), which is a reformulation of an approved drug. APL-130277 is designed to address a much larger moderate to severe patient population, which represents close to 50% of Parkinson's patients. Cynapsus also has a proprietary formulation technology for cannabinoid drug candidates, which may be used to treat neuropathic pain associated with multiple sclerosis and cancer, as well as for nausea/vomiting and appetite stimulation.

Cynapsus' strategy is to grow its portfolio of drug candidates through in-licensing and acquisitions, and to advance projects to Phase 2 proof-of-concept clinical studies. Once the drug candidates are sufficiently derisked, Cynapsus intends to out-license the programs to the appropriate pharmaceutical marketing partners for a combination of upfront, milestone, and royalty payments.

More information about Cynapsus (TSX VENTURE:CTH) is available at www.cynapsus.ca.

Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Cynapsus to be materially different from those expressed or implied by such forward-looking statements, including but not limited to those risks and uncertainties relating to Cynapsus' business disclosed under the heading "Risk Factors" in Cynapsus' current Annual Information Form and its other filings with the various Canadian securities regulators which are available online at www.sedar.com. Although Cynapsus has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, 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. Cynapsus does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.

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