Dr. Neil Maresky reports

PSYENCE GROUP ANNOUNCES SEC REGISTRATION FILING WITH NASDAQ SPAC, NEWCOURT, AND SIGNING OF AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT

Psyence Group Inc. and Newcourt Acquisition Corp., a special purpose acquisition company (SPAC), today entered into an amended and restated business combination agreement, which supersedes the business combination agreement announced on Jan. 9, 2023. Pursuant to the amended and restated business combination agreement, prior to the closing of the business combination, Psyence will contribute Psyence Biomed, its therapeutics division, to Psyence Biomedical Ltd. (Pubco), which is intended to become a reporting issuer in the United States.

For purposes of the business combination, SPAC has attributed a pre-money equity value of $50-million (U.S.) for Psyence's therapeutics business, Psyence Biomed. The closing of the business combination is conditioned upon, among other things, SPAC regulatory and shareholder approvals, as well as the SPAC having a minimum of $20-million (U.S.) of cash (net of liabilities) upon closing of the business combination.

Additionally, Newcourt and Psyence announced the filing of a registration statement on Form F-4, which contains a preliminary proxy statement/prospectus, with the U.S. Securities and Exchange Commission (SEC) in connection with the proposed business combination. While the registration statement has not yet become effective, and the information contained therein is subject to change, it provides important information about Psyence Biomed's business and operations, the proposed business combination and the proposals to be considered by SPAC's shareholders.

"The filing of the F-4 registration statement is a culmination of a huge effort by both Newcourt and Psyence's teams and signifies the progress that Psyence Biomed and Newcourt have made," said Dr. Neil Maresky, chief executive officer, of Psyence. "This strategic milestone is expected to provide Psyence's therapeutics business with access to the capital required, as the therapeutics team continues to execute our strategy and address the challenges of palliative care patients."

Maxim Group LLC is acting as financial adviser to Psyence. WeirFoulds LLP is acting as Canadian legal adviser and Ellenoff Grossman & Schole LLP is acting as U.S. legal adviser to Psyence. McDermott Will & Emery is acting as U.S. legal adviser to Newcourt.

About Psyence Group Inc.

Psyence is a life science biotechnology company listed on the Canadian Securities Exchange and quoted on the OTCQB, with a focus on natural psychedelics. Psyence works with natural psilocybin products for the healing of psychological trauma and its mental health consequences in the context of palliative care. The name Psyence combines the words psychedelic and science to affirm the company's commitment to producing psychedelic medicines developed through evidence-based research.

Informed by nature and guided by science, Psyence built and operates one of the world's first federally licensed commercial psilocybin mushroom cultivation and production facilities in Southern Africa. Its team brings international experience in both business and science and includes experts in mycology, neurology, palliative care and drug development. The company works to develop advanced natural psilocybin products for clinical research and development.

Psyence's key divisions, Psyence Production, Psyence Therapeutics and Psyence Function, anchor an international collaboration, with operations in Canada, the United Kingdom, Southern Africa and Australia, and a presence in the United States.

About Newcourt Acquisition Corp.

The company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The focus of the team is to identify digital financial services and financial technology (fintech) businesses with exposure to emerging markets. The management team is led by Dr. Michael Jordaan and Marc Balkin.

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