Dr. Neil Maresky reports

PSYENCE GROUP ANNOUNCES SEC EFFECTIVENESS OF F-4 FOR PROPOSED BUSINESS COMBINATION BETWEEN SUBSIDIARY AND NASDAQ LISTED NEWCOURT ACQUISITION CORP

The registration statement on Form F-4, filed by Psyence Biomedical Ltd. (Pubco) with the Securities and Exchange Commission (SEC) was declared effective by the SEC on Nov. 13, 2023. The registration statement was filed in connection with the previously announced business combination between Psyence Biomed Corp., a wholly owned subsidiary of Psyence, and Newcourt Acquisition Corp. 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 Pubco, which is intended to become a reporting issuer in the United States.

The business combination values Psyence Biomed at a premoney equity value of $50-million (U.S.) and the parties intend to close the business combination within two business days following satisfaction of the requisite closing conditions and approvals contained in the business combination agreement. Following the closing of the business combination, Pubco's common shares are anticipated to trade under the Nasdaq ticker PBM. The registration statement is available through the SEC's website. Dr. Neil Maresky, the chief executive officer of Psyence Group, stated: "The significant milestone of receiving effectiveness is one step closer to a listing on a U.S. national security exchange and enhancing our corporate profile in the U.S., as we aim to commence our phase IIb clinical trial using nature-derived psilocybin in palliative care."

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.

Psyence further announced that it has granted stock options to eligible participants under its stock option plan to purchase an aggregate of 6,104,043 common shares of Psyence Group at an exercise price of six cents per share. There are 3,887,377 options that have an expiry date of Dec. 31, 2025, 1.8 million options have an expiry date of June 30, 2026, and 416,666 options have an expiry date of Dec. 31, 2027.

Additional information and where to find it

In connection with the proposed business combination, the registration statement was filed by Pubco with the SEC and includes a preliminary proxy statement/prospectus with respect to the proposed business combination. The definitive proxy statement/prospectus and other relevant documents will be mailed to shareholders of Newcourt as of Nov. 13, 2023, the record date established for voting on the proposed business combination. Shareholders of Newcourt and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and amendments thereto because these documents will contain important information about Newcourt, Psyence and the proposed business combination and the other parties thereto.

About Psyence Group Inc.

Psyence is a life science biotechnology company listed on the Canadian Securities Exchange, with a focus on natural psychedelics. Psyence works with nature-derived psilocybin products for the healing of psychological trauma and its mental health consequences in the context of palliative care.

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