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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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A
special meeting of shareholders and warrantholders (collectively, the “Securityholders”) of Cynapsus Therapeutics
Inc., a corporation organized under the federal laws of Canada (“Cynapsus”), was held on October 13, 2016 in
Toronto, Ontario (the “Meeting”). An aggregate of (i) 9,597,720 common shares of Cynapsus, out of a total of
13,150,844 common shares issued and outstanding and entitled to vote as of the close of business on September 9, 2016, the
record date of the Meeting (the “Record Date”), and (ii) 1,209,256 warrants of Cynapsus, out of a total of
2,251,247 warrants issued and outstanding and entitled to vote as of the close of business on the Record Date, were present
in person or represented by proxy at the Meeting. There were at least two shareholders present in person or by proxy at the Meeting, which constituted a quorum. A summary of the voting
results for the proposal submitted to a vote of the Securityholders, which is described in detail in Cynapsus’s Notice
of Special Meeting of Shareholders and Warrantholders and Management Information Circular dated September 15, 2016
(the “Information Circular”) (a copy of which was filed as Exhibit 99.1 to the Current Report on Form 8-K filed
by Cynapsus on September 16, 2016) and first mailed to the Securityholders on or about September 16, 2016, is set
forth below.
Adoption of the Arrangement Resolution
As previously disclosed, on August 31,
2016, Cynapsus entered into an Arrangement Agreement (the “Arrangement Agreement”) among Sunovion Pharmaceuticals
Inc., a Delaware corporation (“Parent”), and Sunovion CNS Development Canada ULC, an unlimited liability company existing
under the laws of British Columbia, Canada (“Acquiror”), a wholly-owned subsidiary of Parent. The Parent is a wholly-owned
subsidiary of Sumitomo Dainippon Pharma Co., Ltd., a leading Japanese pharmaceutical company headquartered in Osaka, Japan.
At the Meeting, the Securityholders (voting
together as a class on an as exercised basis in the case of the warrants) voted upon and approved the special resolution (the
“Arrangement Resolution”) set forth in the Information Circular approving, without limitation, a plan of arrangement
pursuant to section 192 of the
Canada Business Corporations Act
(the “Arrangement”) whereby the Acquiror will
acquire, directly or indirectly, all of the outstanding common shares of Cynapsus. Over 99.9% of the votes cast were in favor of the
proposal. The results of the votes on this proposal were as follows:
Votes For
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Votes Against
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10,803,517
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3,459
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The Arrangement Resolution was also approved
by a majority of the votes attached to the common shares held by shareholders present in person or represented by proxy at the
Meeting excluding for this purpose votes attached to common shares required to be excluded pursuant to Multilateral Instrument
61-101 ─
Protection of Minority Security Holders in Special Transactions
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The foregoing description of the Arrangement,
the Arrangement Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety
by reference to the full text of the Arrangement Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form
8-K filed by Cynapsus on September 1, 2016 and is incorporated herein by reference.