425

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2023

Newcourt Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40929	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2201 Broadway, Suite 705 Oakland, CA	94612
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (510) 214-3750

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant	NCACU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share, included as part of the units	NCAC	The Nasdaq Stock Market LLC
Redeemable Warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the units	NCACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01 Regulation FD Disclosure

On January 9, 2023, Newcourt Acquisition Corp, a Cayman Islands exempted company (“Newcourt”) and Psyence Group, Inc., a Canadian life science biotechnology company (“Psyence”) issued a joint press release announcing that Newcourt has entered into a definitive business combination agreement (the “Business Combination Agreement”) with Psyence Biomed Corp. (“Psyence Biomed”), a wholly owned subsidiary of Psyence, to create a public company (the “Combined Company”) leveraging natural psilocybin in the treatment of palliative care (the “Business Combination”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Furnished as Exhibit 99.2 hereto is an investor presentation, dated January 9, 2023, that will be used by parties regarding the transaction contemplated by the Business Combination Agreement.

Exhibits 99.1 and 99.2 are intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. 

Additional Information and Where to Find It

A Registration Statement will be filed with the U.S. Securities and Exchange Commission (the “SEC”), which will include a preliminary proxy statement / prospectus with respect to the Business Combination. The definitive proxy statement / prospectus and other relevant documents will be mailed to shareholders of Newcourt as of a record date to be established for voting on the 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 Business Combination. Shareholders will also be able to obtain copies of the Registration Statement and the proxy statement / prospectus, without charge, by directing a request to: Newcourt Acquisition Corp, 2201 Broadway, Suite 705, Oakland, CA 94612. These documents, once available, and Newcourt’s annual and other reports filed with the SEC can also be obtained, without charge, at the SEC’s internet site (http://www.sec.gov).

No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Participants in the Solicitation

Newcourt, Psyence and their respective directors and executive officers, other members of management and employees may be considered participants in the solicitation of proxies with respect to the potential transaction described in this communication under the rules of the SEC. Information about the directors and executive officers of Newcourt is set forth in Newcourt’s filings with the SEC. Information regarding other persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the potential transaction and a description of their interests will be set forth in the Registration Statement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above. 

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning.

Forward-looking statements in this communication include statements regarding the future success of the partnership between Newcourt and Psyence, and the Combined Company's ability to deliver its intended drug product to patients. These forward-looking statements are based on a number of assumptions, including the assumptions that the Combined Company will obtain all such regulatory and other approvals as may be required to pursue its clinical trials on the drug product referred to in the news release, the results of such clinical trials will be positive, and Psyence Biomed will be able to commercialize Filament’s natural psilocybin drug candidate, PEX010 (25 mg). There are numerous risks and uncertainties that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, among others: the inability to complete the Business Combination; the inability to recognize the anticipated benefits of the proposed Business Combination; demand for the Combined Company’s securities being less than anticipated; fluctuations in the price of Newcourt’s common shares, and Newcourt not raising the amount expected, or any funds at all. Actual results and future events could differ materially from those anticipated in such information. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required by law, Newcourt and Psyence do not intend to update these forward-looking statements.

Newcourt makes no medical, treatment or health benefit claims about the Combined Company’s proposed products. The efficacy of psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceutical products remains the subject of ongoing research. There is no assurance that the use of psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceuticals can diagnose, treat, cure or prevent any disease or condition. Vigorous scientific research and clinical trials are needed. Psyence Biomed has not conducted clinical trials for the use of its proposed products. Any references to quality, consistency, efficacy, and safety of potential products do not imply that Psyence Biomed or the Combined Company verified such in clinical trials or that the Combined Company will complete such trials. If the Combined Company cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse effect on the Combined Company’s performance and operations.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Registration Statement referenced above and other documents filed by Newcourt from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. Forward-looking statements speak only as of the date they are made, and Newcourt and Psyence disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of developments occurring after the date of this communication. Forecasts and estimates regarding Psyence’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Joint Press Release, dated January 9, 2023.
99.2	Investor Presentation, dated January 9, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 9, 2023

NEWCOURT ACQUISITION CORP.
By:	/s/ Marc Balkin
	Name: Marc Balkin
	Title:  Chief Executive Officer

EX-99.1

Exhibit 99.1

Psyence Announces Business Combination between Wholly Owned Subsidiary Psyence Biomed Corp. and Nasdaq listed Newcourt Acquisition Corp

Vancouver, British Columbia, January 09, 2023 – Psyence Group Inc. (CSE:PSYG | OTCQB: PSYGF), a life science biotechnology company pioneering the use of natural psilocybin in mental health and well-being (“Psyence”), and Newcourt Acquisition Corp (Nasdaq: NCAC), a special purpose acquisition company (“SPAC”) formed for the purpose of acquiring or merging with one or more businesses (“Newcourt” or the “Company”), today announced that Newcourt has entered into a definitive business combination agreement (the “Business Combination Agreement”) on January 9, 2023 with Psyence Biomed Corp (“Psyence Biomed”), a wholly owned subsidiary of Psyence, to create a public company (the “Combined Company”) leveraging natural psilocybin in the treatment of palliative care (the “Business Combination”). Psyence Biomed is Psyence’s clinical trial division.

If the Business Combination is completed, Psyence Group Inc, which will continue to be listed on the Canadian Securities Exchange (the “CSE”), would own a significant portion and have board control of the Combined Company. The Combined Company would be capitalized with a minimum of USD$20 million, have access to Nasdaq listed Newcourt shareholders, promoters and advisors. Psyence will also continue to own and operate its other divisions being Psyence Production and Psyence Function.

Psyence Biomed, also referred to as “Psyence Therapeutics”, is a division of Psyence, which is developing natural psilocybin medicinal formulations and treatment protocols for the treatment of adjustment disorder in patients with an incurable cancer diagnosis. The Business Combination is anticipated to conclude in the first half of 2023, with the Combined Company to go public.

The Business Combination is expected to be completed by Psyence Biomed acquiring the SPAC through the merger of the SPAC with a to-be-incorporated subsidiary of Psyence Biomed.  As a consequence of the Business Combination, the SPAC will become a wholly-owned subsidiary of Psyence Biomed, the SPAC shareholders will become shareholders of Psyence Biomed, and Psyence Biomed would complete filings to become a public company in the United States in which Psyence Group would retain a significant ownership stake. The actual level of Psyence Group ownership of Psyence Biomed upon conclusion of the Business Combination will depend on the ultimate size of the PIPE financing the SPAC intends to complete in conjunction with the Business Combination, the extent of redemptions by SPAC shareholders and the impact of such redemptions on the SPAC shareholder base (see “Key Transaction Terms” below). The resources are expected to provide the Combined Company with the capital to advance natural psilocybin (PEX010) into a Phase IIb clinical study to be conducted under an approved protocol in Australia as disclosed in the press release on January 9, 2023. The planned randomised double-blind study will evaluate the use of psilocybin assisted psychotherapy vs psychotherapy alone and will use FDA-recommended primary endpoints to test natural psilocybin (PEX010) in over 75 patients with adjustment disorder. The Business Combination will also enable the Combined Company to begin the planning phase for Phase III registrational studies. In addition, it will give the Combined Company the opportunity to explore different indications for natural psilocybin.

“This is an incredible moment for Psyence’s clinical trial’s division, Psyence Biomed. The funding from this transaction will enable us to execute our early-stage development program in palliative care,” said Dr. Neil Maresky, Chief Executive officer, of Psyence. “Our Phase 2b clinical study of natural psilocybin (PEX010) for treating adjustment disorder in patients who have incurable cancer will be the first trial of its kind to evaluate the safety and efficacy of a natural psilocybin in this indication.”

“We are incredibly excited to have entered into a business combination agreement with Psyence Biomed. The FDA’s designation of psilocybin as a “Breakthrough Therapy” is extremely encouraging and the large body of data that is being generated from recent psilocybin research and clinical trials serves to significantly enhance the company’s prospects of progressing successfully through its clinical trial. We believe that Psyence Biomed has a strong team lead by Dr. Maresky and that there will likely be very strong demand for its botanically based psilocybin treatments. We look forward to Psyence being able to bring these products to market in due course,” said Marc Balkin, Chief Executive Officer of Newcourt.

Key Transaction Terms

Upon the closing of the Business Combination, and assuming redemptions of shares by its public stockholders, Psyence Biomed would expect to receive a minimum of USD$20 million of cash held in trust. The Business Combination reflects a pre-money equity value of USD$50 million for Psyence Biomed.

In connection with the Business Combination, the parties intend to seek to secure additional financing via a private placement that, if obtained, would result in additional cash proceeds to the Combined Company in addition to the cash held in the trust account of Newcourt (less any redemptions).

Additional information about the Business Combination will be provided in a Current Report on Form 8-K to be filed by Newcourt with the Securities and Exchange Commission (the “SEC”) and will be available on the SEC’s website at www.sec.gov. In addition, a registration statement on Form F-4 (the “Registration Statement”) will be filed with the SEC, which will include a proxy statement / prospectus. Other documents regarding the proposed transaction will also be filed with the SEC.

Closing Conditions

The Business Combination is subject to a number of conditions to closing as specified in the Business Combination Agreement. These closing conditions include, among others: obtaining Newcourt shareholder approval, and, if necessary, Psyence shareholder approval of the Business Combination; the completion of regulatory review from the SEC and the CSE; the effectiveness of the Registration Statement; obtaining required consents or approvals; and the resignation of certain Newcourt’s directors and officers, and Newcourt having USD$20 million in its trust account after taking into account of the PIPE investment and redemptions, net of liabilities, upon closing of the Business Combination. The obligations of each of Newcourt, Psyence Biomed, and Psyence to consummate the Business Combination are also conditioned on, among other things, the accuracy of the representations and warranties as set forth by the other parties in the Business Combination Agreement (subject to certain materiality qualifications) and the performance by the other parties, in all material respects, of their obligations under the Business Combination Agreement required to be performed at or prior to the closing. In addition, consummation of the Business Combination is subject to the parties being satisfied with their due diligence of the other parties, any conditions that the CSE may impose, including, if required, Psyence shareholder approval, and is also predicated on the parties settling and executing a number of ancillary agreements, including an amended and restated Newcourt shareholder rights agreement, lock-up agreements with Newcourt SPAC Sponsor LLC (the “Sponsor”), a support agreement with the Sponsor, and a support agreement with certain Psyence shareholders.

Advisors

Bayline Capital Partners Inc. is acting as capital markets advisor to Psyence. WeirFoulds LLP is acting as Canadian legal advisor to Psyence. Morgan, Lewis & Bockius LLP is acting as U.S. legal advisor to Psyence. McDermott Will & Emery LLP is acting as U.S. legal advisor to Newcourt.

About Psyence Group, Inc.

Psyence is a life science biotechnology company listed on the Canadian Securities Exchange (CSE: PSYG) and quoted on the OTCQB (OTCQB: PSYGF), with a focus on natural psychedelics. The Psyence Biomed Division works with natural psilocybin products for the healing of psychological trauma and its mental health consequences in the context of palliative care. Our name “Psyence” combines the words psychedelic and science to affirm our commitment to producing psychedelic medicines developed through evidence-based research. Informed by nature and guided by science, we built and operate one of the world’s first federally licensed commercial psilocybin mushroom cultivation and production facilities in Southern Africa. Our team brings international experience in both business and science and includes experts in mycology, neurology, palliative care, and drug development. We work to develop advanced natural psilocybin products for clinical research and development. Our key divisions, Psyence Production, Psyence Therapeutics and Psyence Function, anchor an international collaboration, with operations in Canada, the United Kingdom, Southern Africa, and a presence in the United States and Australia.

Learn more at www.psyence.com and on Twitter, Instagram and LinkedIn.

About Newcourt

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, Marc Balkin, and Daniel Rogers.

Additional Information about the Business Combination and Where to Find It

The Registration Statement will be filed with the SEC, which will include a preliminary proxy statement / prospectus with respect to the Business Combination. The definitive proxy statement / prospectus and other relevant documents will be mailed to shareholders of Newcourt as of a record date to be established for voting on the 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 Business Combination. Shareholders will also be able to obtain copies of the Registration Statement and the proxy statement / prospectus, without charge, by directing a request to: Newcourt Acquisition Corp, 2201 Broadway, Suite 705, Oakland, CA 94612. These documents, once available, and Newcourt’s annual and other reports filed with the SEC can also be obtained, without charge, at the SEC’s internet site (http://www.sec.gov).

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Participants in the Solicitation

Newcourt, Psyence and their respective directors and executive officers, other members of management and employees may be considered participants in the solicitation of proxies with respect to the potential transaction described in this communication under the rules of the SEC. Information about the directors and executive officers of Newcourt is set forth in Newcourt’s filings with the SEC. Information regarding other persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the potential transaction and a description of their interests will be set forth in the Registration Statement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This press release is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed business combination will be implemented solely pursuant to the Business Combination Agreement, to be filed by Newcourt on the Current Report on Form 8-K, which contains the full terms and conditions of the proposed business combination.

PSYENCE GROUP

Neil Maresky CEO

neil@psyence.com

1-416-477-1708

Katherine Murphy
ir@psyence.com
Media Inquiries: media@psyence.com
General Information: info@psyence.com

NEWCOURT

Marc Balkin

Balkinmarc@balkinand.co

Dan Rogers

dan@fintechforce.com

Forward-Looking Statements

Certain statements in this news release related to Newcourt, Psyence, and Psyence Biomed are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe”, “will”, “enable”, “begin”, “explore”, “execute”, “give” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the future success of the partnership between Newcourt and Psyence, and the Combined Company's ability to deliver its intended drug product to patients. These forward-looking statements are based on a number of assumptions, including the assumptions that the Combined Company will obtain all such regulatory and other approvals as may be required to pursue its clinical trials on the drug product referred to in the news release, the results of such clinical trials will be positive, and Psyence Biomed will be able to commercialize Filament’s natural psilocybin drug candidate, PEX010 (25 mg). There are numerous risks and uncertainties that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, among others: the inability to complete the Business Combination; the inability to recognize the anticipated benefits of the proposed Business Combination; demand for the Combined Company’s securities being less than anticipated; fluctuations in the price of Newcourt’s common shares, and Newcourt not raising the amount expected, or any funds at all, and that Newcourt shareholder redemptions will be such that it will not have the minimum required cash in trust at closing. Actual results and future events could differ materially from those anticipated in such information. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required by law, Newcourt and Psyence do not intend to update these forward-looking statements.

Newcourt makes no medical, treatment or health benefit claims about the Combined Company’s proposed products. The efficacy of psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceutical products remains the subject of ongoing research. There is no assurance that the use of psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceuticals can diagnose, treat, cure or prevent any disease or condition. Vigorous scientific research and clinical trials are needed. Psyence Biomed has not conducted clinical trials for the use of its proposed products. Any references to quality, consistency, efficacy, and safety of potential products do not imply that Psyence Biomed or the Combined Company verified such in clinical trials or that the Combined Company will complete such trials. If the Combined Company cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse effect on the Combined Company’s performance and operations.

EX-99.2

Exhibit 99.2

CSE: PSYG | OTCQB: PSYGF Corporate Presentation

1 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Readers are therefore cautioned not to place undue reliance on such forward - looking statements . In addition, in considering any prior performance information contained in this presentation, readers should bear in mind that past results are not necessarily indicative of future results, and there can be no assurance that Psyence will achieve results comparable to those discussed in this presentation . This presentation speaks as of the date hereof and neither Psyence nor any affiliate or representative thereof assumes any obligation to provide any recipient of this presentation with subsequent revisions or updates to any historical or forward - looking information contained in this presentation to reflect the occurrence of events and/or changes in circumstances after the date hereof, except as may be required by law . Cautionary Statement Private & Confidential This presentation does not constitute an offer or invitation for the sale or purchase of securities and has been prepared solely for informational purposes. The information contained in this presentation (this “Presentation”) has been prepared for the exclusive use of the selected persons to whom it is addressed (“Recipients”), solely for the purpose of their own independent evaluation with respect to an investment (the “Proposed Investment”) in connection with the proposed business combination (the “Proposed Transaction”) between Newcourt Acquisition Corp (“Newcourt”) and a subsidiary of Psyence, and for no other purpose. This Presentation is subject to updating, completion, revision, verification and further amendment. None of Newcourt, Psyence, or their respective affiliates has authorized anyone to provide interested parties with additional or different information. No securities regulatory authority has expressed an opinion about the securities discussed in this Presentation and it is an offense to claim otherwise. The information contained herein does not purport to be all - inclusive. Nothing herein shall be deemed to constitute investment, legal, tax, financial, accounting or other advice. Neither this Presentation nor its delivery to Recipient shall constitute an offer to sell, invitation or other solicitation of an offer to buy any securities pursuant to the Proposed Investment or otherwise, nor shall there by any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Only the express provisions of any agreement, if and when it is executed, shall have any legal effect in connection with the Proposed Transaction between the parties thereto. This Presentation is not intended to form the basis of any investment decision. All information herein speaks only as of (1) the date of this Presentation, in the case of information about Psyence, or (2) the date of such information, in the case of information from persons other than Psyence. Additional Information about the Business Combination and Where to Find It A Registration Statement will be filed with the Securities and Exchange Commission (“SEC”), which will include a preliminary proxy statement / prospectus with respect to the Proposed Transaction. The definitive proxy statement / prospectus and other relevant documents will be mailed to shareholders of Newcourt as of a record date to be established for voting on the 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 Transaction. These documents, once available, and Newcourt’s annual and other reports filed with the SEC can also be obtained, without charge, at the SEC’s internet site ( http://www.sec.gov ). Participants in the Solicitation Newcourt, Psyence and their respective directors and executive officers, other members of management and employees may be considered participants in the solicitation of proxies with respect to the Potential Transaction under the rules of the SEC. Information about the directors and executive officers of Newcourt is set forth in Newcourt’s filings with the SEC. Information regarding other persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the potential transaction and a description of their interests will be set forth in the Registration Statement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

2 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Executive Summary Licensed producer of natural psilocybin • Psyence Therapeutics is a wholly owned subsidiary of PSYENCE (CSE:PSYG) • Focussed on the development of natural psilocybin for the treatment of Adjustment disorder in palliative care • Strong Management with extensive Pharma drug development experience • Currently approved for Ph IIa clinical trials in UK • Key upcoming milestones: • Ph IIb clinical trial in Australia H1 2023, data read out Q1 2024 • Pre - IND FDA meeting in planning for Q1 2023 • EOP PhII FDA meeting , IND application for Phase III H1 2024 • Newcourt SPAC and Psyence Therapeutics have entered into a Business Combination agreement Jan 6 th 2023 • Resulting cash in the New Company will be $20MUSD: • Completion of Ph IIb • Open FDA IND • Initiate Ph III registrational studies Drug Development

3 CSE: PSYG | OTCQB: PSYGF Corporate Presentation The Psyence Group Revenue and Value Creation Licensed producer of natural psilocybin Capital Markets Strategy EXPANDING PRESENCE IN NORTH AMERICA Team Functional Mushrooms Medical Team Capital Markets Production Experienced and Track Record Drug Development

4 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Acquisition Target Licensed producer of natural psilocybin Drug Development

5 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Xan Morgan DIRECTOR OF EUROPEAN OPERATIONS Successfully co - founded multinational businesses across water technology and electric sports cars, medical cannabis including holding Schedule 1 Controlled Drugs Licenses in UK. Tony Budden CHIEF STRATEGIC OFFICER Previous Director of Strategy: Canopy Growth Africa. Co - founded Hemporium, Africa’s oldest cannabis / hemp company. Recognised internationally as one of the top 100 Global Icons at the Cannabis Business Awards. Dr. Neil Maresky CEO Previous Vice President Scientific Affairs AstraZeneca Canada Inc. Trained Physician with over 25 years experience, leading Research and Development for Big Pharma, Responsible for the development and approval of over 30 New Medicines in Canada. Jody Aufrichtig CO - FOUNDER, PRESIDENT AND EXECUTIVE CHAIRMAN Multiple award - winning entrepreneur and business builder creating substantial shareholder value in multiple industries. Alan Friedman CAPITAL MARKET ADVISOR Capital Market Advisory, Bayline Capital Partners. Warwick Corden - Lloyd CHIEF FINANCIAL OFFICER Chartered Accountant and Certified Project Manager with over 17 years of experience in the UK, the USA, and South Africa. Taryn Vos GENERAL COUNSEL Corporate and legal attorney, previously Head of Legal for Canopy Growth Africa. Mary Elizabeth Gifford EVP PUBLIC AFFAIRS AND CSR Trusted voice for health justice, Chair of the Global Wellness Institute’s Psychedelics and Healing Initiative. Dr. Clive Ward - Able MEDICAL DIRECTOR Physician and pharmacist who has worked in the pharmaceutical industry for over 30 years. Experienced in international therapeutic drug commercialization and has been involved with the launch of over 16 products in multiple therapeutic areas. Experienced and complete Management Team in the Business of Medicine and Science and Capital Markets

6 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Dan Rogers CHIEF FIANNCIAL OFFICER • CEO of FintechForce, Inc. • Former CFO of Endpoint Clinical • Former CFO of Simplee • Former CFO of Fifth Third Processing Solutions • Former VP, Wells Fargo Merchant Services Marc Balkin CHIEF EXECUTIVE OFFICER • Partner, DiGame • Former Partner, Hasso Plattner Ventures / Capital Emerging Markets • Served on and chaired investment committees of Enablis, First National Bank Vumela Fund, Telkom FutureMakers, Alithea IDF Michael Jordaan CHAIRMAN • Former CEO of First National Bank, operating in 10 emerging markets in Asia and Africa • Co - Founder and Chairman of Bank Zero • Co - Founder of Rain Telco • Investment Committee Chair of SA SME Fund • Board Member at Several Disruptive Technology Companies Ryan Gilbert ADVISOR • Founder & General Partner, Launchpad Capital • Chairman of SmartBiz Loans, Director, River City Bank, Director, bKash • CEO of FTAC Zeus and FTAC Parnassus • Former CEO of FTAC Olympus, now merged with Payoneer Newcourt’s Management Team has extensive operating and investing experience across emerging markets

7 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Domain Experts in Partnership with Experienced SPAC Dealmakers Leveraging FTAC Experience FTAC Olympus Acquisition Corp. $750mm merged with Payoneer FTAC Parnassus Acquisition Corp. $250mm SPAC FTAC Zeus Acquisition Corp. $440mm SPAC Locust Walk Acquisition Corp. $175mm BioTech SPAC merging with Effector

8 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Psychedelics are making headlines: Market Disruptor

9 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Market Disruptor Psychedelics are making headlines “We believe psychedelics could usher in a new era of neuroscience in which the insights gleaned through functional neuroimaging over the last twenty years will be leveraged to solve some of the long - standing public health issues associated with mental illness.” Projected Psilocybin Sales (USD, Millions) https://ark - invest.com/articles/analyst - research/psychedelic - therapeutics/ Year 1 = year of first approval)

10 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Product Maturity Market Cap (mm) Pre - clinical Phase I Phase II Phase III 8.6 4.4 8.9 16.8 23.3 63.9 84.7 100.9 331.7 447.9 Commentary • Psyence’s core focus is on psilocybin - assisted psychotherapy for palliative care • The global palliative care market is massive; projected to reach $28.6B in 2030 (1) • Most comparable companies are focused on different use cases and treatment methodologies • Other providers of psychedelic - assisted treatment focus on un - natural products with more narrow use cases • Psyence’s first - mover advantage in the global palliative care market is driven by their proprietary plant - derived Natural Psilocybin product making Psyence the only company with material traction (has reached Phase II) with a natural product, providing significant differentiation Psyence Stands Out Against Competitive Landscape Source: FactSet, Public Filings, and Hannam & Partners Initiating Coverage Report 1. https://www.insightaceanalytic.com/report/global - psychedelic - therapeutics - market/1329

11 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Psyence (CSE:PSYG) is a life science biotechnology company pioneering the use of natural psychedelics in mental health and well - being. Our vision Psyence develops and will provide innovative, safe, and effective psychedelic and nature - centered solutions for mental health and palliative care. Our enduring work expands access to mental wellness and nurtures community. Psyence at a glance • First - mover advantage in global psychedelic medicine • Medical psilocybin production – Operational Facility & Laboratory • Clinical trials in process: MHRA (UK) • Pre - Clinical Program initiated in Canada • Listed on the CSE: PSYG and OTCQB: PSGYF • Strong path to revenue generation and value creation • Highly experienced medical and business team • Palliative Care

Developing proprietary natural psilocybin drug development and treatment protocols with a focus on palliative care

13 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Naturally Derived Plant based Psilocybin In Licensed IP Exclusive to USA, EU, UK 9 Patents granted Accelerated Outsourced drug Development PhIIb PhIII Size of Palliative Care Market 2030 Forecasted Year of commercialization of Pallicybin** $10.4B USD* 2027 PSYENCE IS CHANGING THE FACE OF PALLIATIVE CARE TREATMENT *Source: Global Psychedelic Therapeutics Market (insightaceanalytic.com) ** Pallicybin – Psyence’s proprietary Psilocybin

CSE: PSYG | OTCQB: PSYGF Corporate Presentation The Palliative Care (PC) Market Palliative care refers to care for patients and their families who are facing a serious, life - limiting illness. Palliative care is patient - centred coordinated care that aims to relieve suffering and improve quality of life for patients and their families at all stages of the illness. Psyence will focus on the psychological distress of palliative care, an important but often ignored and/or poorly treated area. https://health.gov.on.ca/en/public/programs/palliative/palliative_questionsandanswers.aspx

15 CSE: PSYG | OTCQB: PSYGF Corporate Presentation 15 Cancer will be approx. 37% of total chronic diseases in palliative care. Large opportunity to grow into other conditions Up to 40%* of cancer patients meet criteria for a mood disorder (*Holland et al., J Natl Comp Cancer Network: JNCCN 11: 190 – 209 2013; Mitchell et al., Lancet Oncol 12: 160 – 174 . 2011) Global Psychedelic Therapeutics Market (insightaceanalytic.com) Global PC market estimate to be US$21.6B at time of Pallicybin launch with a CAGR of 9.4%

16 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Large Palliative Care Market with Robust CAGR Cancer = 37% of Total PC Market Partial Accessible Market Global Palliative Care Market $28.6B with 9.8% CAGR (2030) Number of Cancer Patients Globally 21.7M (2030) Global Psychedelic Therapeutics Market (insightaceanalytic.com)

17 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Large Palliative Care Market with Robust CAGR Market Share % PAP Pricing ** Psilocybin Cost only $ 6,000.00 $ 500.00 1% $135m $11.25m 2% $270m $22.5m 5% $675m $56.25m 10% $1.35 B $112.5m Estimated Total Addressable Market Global Palliative Care Market $28.6B with 9.8% CAGR (2030) Number of Cancer Patients Globally 21.7M (2030) Number of Cancer patients in North America & EU with Distress (2030) - 2.25M Market Size * 3 times larger including other palliative care patients • Performed by Insight Ace Analytic (insightaceanalytic.com) : September 2022 ** Psychedelic assisted psychotherapy * Global Psychedelic Therapeutics Market (insightaceanalytic.com) ** Psychedelic Assisted Psychotherapy

Palliative care reduces emergency room visits and total hospital days among patients with metastatic HPB and GI cancers | Scientific Reports (nature.com) Potential Health Economic Downstream Benefits

19 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Target Indication with Palliative Care Population • Pallicybin (Psilocybin) is indicated for the relief of symptoms of Adjustment Disorder caused by the diagnosis of a terminal illness, or • Pallicybin in conjunction with psychotherapy program is indicated for the treatment of Adjustment Disorder caused by the diagnosis of a terminal illness.

20 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Adjustment Disorder Adjustment Disorder falls into the wide categorical spectrum of anxiety and depressive disorders. The DSM - 5 - TR criteria describes adjustment disorder as a development of emotional or behavioural symptoms in response to an identifiable stressor within three months of onset. The type of stressor may vary in significance for children and adolescents versus adults. These stressors can include but are not limited to death, medical diagnoses, marital discord, unexpected life events, finances, sexuality discoveries, family problems, and the list goes on. The difference between adjustment disorder and other mental disorders lies in the impact it takes on one’s daily activities, with a true associated stressor for the cause. Symptoms Patients experiencing adjustment disorder may exhibit one or a combination of the following symptoms following an identifiable life event three months prior: • Depressed mood behavior such as dysthymia, tearfulness, hopelessness • Anxiety mood behavior such as excessive worrying, nervousness, uneasiness • Disturbance of conduct. For example, if a child is exhibiting this symptom, they may begin to misbehave in school or become aggressive • Unspecified due to maladaptive reactions * Adjustment disorder is a serious condition affecting 40% of patients with a terminal diagnosis https://pubmed.ncbi.nlm.nih.gov/36510761/ * Serious, Chronic, or Terminal Illnesses - Tips for (adaa.org)

21 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Academic Studies give Confidence of Rapid, Marked & Sustained Effect Paper Published Rapid and sustained symptom reduction following psilocybin treatment for anxiety and depression in patients with life - threatening cancer: a randomized controlled trial Stephen Ross 1,2,3,4,5,6, Anthony Bossis 1,2,4, Jeffrey Guss 1,2,4 Gabrielle Agin Liebes 10 , Tara Malone 1 , Barry Cohen 7 , Sarah E Mennenga 1 , Alexander Belser 8 , Krystallia Kalliontzi 2 , James Babb 9 , Zhe Su 3 , Patricia Corby 2 and Brian L Schmidt 2 At the 6.5 - month follow - up, psilocybin was associated with enduring anxiolytic and antidepressant effects (approximately 60 - 80% of participants continued with clinically significant reductions in depression or anxiety). 60 - 80% 1. Psilocybin produces substantial and sustained decreases in depression and anxiety in patients with life - threatening cancer: A ra ndomized double - blind trial - Roland R Griffiths, Matthew W Johnson, Michael A Carducci, Annie Umbricht, William A Richards, Brian D Richards, Mary P Cosimano, Margaret A Klinedinst, 2016 (sagepub.com) Psilocybin Cancer Anxiety Study - Full Text View - ClinicalTrials.gov 2. Psilocybin Cancer Anxiety Study - Full Text View - ClinicalTrials.gov Psilocybin produces substantial and sustained decreases in depression and anxiety in patients with life - threatening cancer: A randomized double - blind trial Roland R Griffiths1,2, Matthew W Johnson1, Michael A Carducci} Annie Umbricht1, William A Richards1, Brian D Richards1, Mary P Cosimano1 and Margaret A Klinedinst1 At 6 - month follow - up, these changes were sustained, with about 80% of participants continuing to show clinically significant decreases in depressed mood and anxiety. >80%

22 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Identified Clinical Papers of Relevance Paper Published Source : https://clinicaltrials.gov/ct2/show/NCT05398484?term=NCT05398484&draw=2&rank=1

23 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Relevant Clinical Trials

24 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Product

25 CSE: PSYG | OTCQB: PSYGF Corporate Presentation • Psyence has Licensed in the Filament Health Patented technology • PEX 010 is the API for Development and commercialization • Naturally Derived Psilocybin • IP protected – 9 FDA and Health Canada granted Patents • Global Research and Commercial license granted for use in Palliative Care Psyence acquires Global License for Development and Commercialization https://psyence.com/2022/12/15/psyence - and - filament - health - announce - worldwide - licensing - agreement - of - psilocybin - capsule - for - pall iative - care/

26 CSE: PSYG | OTCQB: PSYGF Corporate Presentation 26 Patent protected Licensed API Drug Development About PEX - 010 IMP: - Botanically - Derived Psilocybin Administration Route: - Oral In - licenced from Filament Health: Target Indication Adjustment Disorder associated with Terminal Cancer Diagnosis Adjustment disorder is a serious condition affecting 40% of patients with a terminal diagnosis. In - licenced from Filament Health: Cancer.gov

27 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Psyence is cultivating psilocybin mushrooms (psilocybe cubensis). Our natural psilocybin mushroom products are: 1 https://www.cbi.eu/market - information/natural - ingredients - health - products/trends 2 https://www.grandviewresearch.com/industry - analysis/pharmaceutical - manufacturing - market The Benefits of Natural Psilocybin Mushrooms Accessible Psyence has a federally licensed facility to cultivate natural psilocybin in Southern Africa. This product will be sent to our partners in Canada and the UK to extract and produce a standardized encapsulated product. Grown in an ISO 22000 certified facility Our facility is equipped with validated and calibrated specialized equipment to ensure optimal growing conditions and efficient harvesting and packaging. Nature - based and plant - base There is an increased consumer demand for nature - based medicine and plant - based products. This will likely incentivize the use of natural psilocybin as a therapeutic agent. Superior to synthetic molecules The psilocybin molecule from natural sources is the same as synthetically - derived products. However, the natural sourced product has other similar acting molecules to psilocybin which may have synergistic and desirable effects, known as the Entourage Effect. 27 CSE: PSYG | OTCQB: PSYGF Corporate Presentation

28 CSE: PSYG | OTCQB: PSYGF Corporate Presentation 28 Differentiated Strategy Psyence Target Indication Adjustment Disorder associated with Terminal Cancer Diagnosis Adjustment disorder is a serious condition affecting 40% of patients with a terminal diagnosis. Psychedelic Sector** • First mover in Palliative Care • Phase IIb Ready • Leading in Natural Psilocybin (Plant derived) vs Synthetic • Only Company in PhII with Natural • Entourage effect of Natural sustains efficacy* *https://entheonation.com/blog/entourage - effect - magic - mushrooms / **Psychedelics Drug Development Tracker - Psychedelic Alpha

Clinical Development Program for Palliative Care

30 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Driving our Clinical program: • Rigorous clinical trials to prove efficacy and safety • Partnership with Clerkenwell Health – MHRA [Medicines and Healthcare Products Regulatory Agency] for clinical trials in the UK • Large total market with robust CAGR (~8%) estimated to be US$25B by 2030. • New England Journal of Medicine: “Patients receiving Palliative Care had less depression, improved quality of life and survived 2.7 months longer” An opportunity for disruption in palliative care: With this condition, 39.8% were being treated with antidepressant medication, and 66.7% had been prescribed a benzodiazepine. Effective - but can diminish quality of life Centre to Advance Palliative Care [CAPC]: • 90 million Americans are living with serious illness – expected to double over the next 25 years • 6 million people in the United States could benefit from Palliative Care • Palliative Care integrated in hospitals could save $6 billion p.a. Proprietary Natural Psilocybin Drug Development And Treatment Protocols Focus on Palliative Care

CSE: PSYG | OTCQB: PSYGF Corporate Presentation Psychedelic - Assisted Psychotherapy (PAP) The current standard of care in most uses of psychedelic medicines for the treatment of psychiatric indications includes the provision of a supportive therapeutic context before, during, and after drug administration. Psyence will focus on the psychological distress of palliative care, an important but often ignored and/or poorly treated area. Developing our own unique PAP module to be delivered in Palliative Care Introduction to therapist and process Psychedelic session with therapist for 6 - 8 hours Intention Setting Integration session Integration Session 2 Ongoing psychotherapy or repeat psychedelic depending on response or relapse Psilocybin Assisted Psychotherapy (Usually 6 - 8 weeks in total) *Brennan W and Belser AB (2022), Models of Psychedelic - Assisted Psychotherapy: A Contemporary Assessment and an Introduction to EMBARK, a Transdiagnostic,Trans - Drug Model. Front. Psychol. 13:866018. doi: 10.3389/fpsyg.2022.866018

32 CSE: PSYG | OTCQB: PSYGF Corporate Presentation UK Clinical Trial Phase IIa Psyence’s clinical trial program is focused on assessing the safety and efficacy of psilocybin - assisted psychotherapy for the treatment of adjustment disorder* due to an incurable cancer diagnosis versus psychotherapy alone. Our first clinical trial in the UK is pending MHRA approval. It is expected to commence in 2023. Our development strategy will include further studies including a pivotal study. Milestones Protocol submitted to the MHRA in May 2022 Trial Approved 15 th Sept - First patients expected to be screened in Q1 2023 Patients will be randomized to either placebo or treatment in Q1 * Adjustment disorder is under ICD - 11 and it’s a maladaptive reaction to an identifiable psychosocial stressor or multiple stressors that usually emerges within a month of the stressor. Overview Trial lead: Dr Emilio Arbe Location: St Pancras Hospital, London, plus one CRO site Stage: Phase IIa ( MHRA approved , expected to commence Q1, 2023) Description: A randomized, parallel, placebo - controlled, phase IIa, clinical trial to assess the efficacy of psilocybin - assisted psychotherapy for the treatment of adjustment disorder* due to an incurable cancer diagnosis versus psychotherapy alone. Partner: Clerkenwell (CRO) Product and Protocol The study protocol has been approved by the MHRA, using FH licensed product Expert and other reviews of the full protocol and patient materials completed Psilocybin mushrooms (psilocbybe cubensis) from our production facility in Southern Africa will be exported to our partner (Filament) in Canada. In parallel ,we are also considering a higher purity formulation (98%) to be developed in the UK by pharma CROs May 2022 Sept 2022 Q1 2023

33 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Proposed Phase IIb Trial Format A Phase IIb Randomized, Double - blind, Placebo - controlled, Study of the Effects of Psilocybin - assisted Psychotherapy on Adjustment Disorder in terminal cancer patients: • Assess safety, efficacy and tolerability of PEX010 in subjects with Adjustment Disorder following terminal cancer diagnosis • Confirm magnitude of effect size/ efficacy signal, SAEs, minimum effective dose, placebo effect, data for power analysis for phase 3 Drug Product / imp: PEX - 010 Botanical Psilicybin Countries/Sites locations: Australia (Melbourne) Number of Sites: 1 x Phase IIb Unit Number of Patients: 75

34 CSE: PSYG | OTCQB: PSYGF Corporate Presentation 34 Updated Regulatory Pathway to Approval Phase IIB, to be conducted in Australia.

35 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Pre - clinical Observational Phase I Phase II Phase III 2023 – 2025 Psyence Therapeutics Strategic R&D Plan Clinical Trial Phases * In Planning # Details to be released after results known FPFV= First patient, First visit FSR= Final Study Report Palliative Care – Phase IIa Treatment of Adjustment Disorder in Terminal Cancer Patients (UK FPFV Q1 2023, FSR Q4 2023) 60 patient, placebo - controlled study at two sites in the UK Pre - clinical Program in Undisclosed New Indication (Q4 2022) Palliative Care – Pivotal Study* (CAN /US/UK/EU FPFV: Q3 2024, FSR Q1 2026) Design and size TBD depending on Phase 2 results/ Agency input Palliative Care – Phase IIb Treatment of Adjustment Disorder in Terminal Cancer Patients* ( FPFV Q2 2023, FSR Q1 2024) 75 patient, placebo - controlled study, with dose finding arm

36 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Psyence’s Intellectual Property within Drug development May 2022 Q4 2022 Q4 2022 Regulatory Protection Data and Marketing Exclusivity: • First indication with Molecule will be granted protection from any generic entry for periods up to 10 years • Upon approval, US FDA grants NCE protection for 5 years • Upon approval, EU grants equivalent protection for up to 10 years Intellectual Property Protection • Licensing and Exclusivity of Patent Protected PEX 010 9 granted patents • Psychedelic Assisted Therapy Module (PAPM). P roprietary psychedelic treatment modules for the delivery of Palliative Care Psychotherapy in conjunction with our Medication • University Collaborations o Generating Unique genetic Psilocybin mushroom strains for development by Psyence

37 CSE: PSYG | OTCQB: PSYGF Corporate Presentation In Summary Licensed producer of natural psilocybin • Psyence Therapeutics, developing natural psilocybin for the treatment of Adjustment Disorder in palliative care, is combining with NewCourt SPAC • The two companies have entered into a Business Combination agreement as of Jan 6 th 2023 • Resulting entity will have $20MUSD: • Completion of Ph IIb • Open FDA IND • Initiate Ph III registrational studies • Exploring 2 nd key indication Drug Development

38 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Readers are therefore cautioned not to place undue reliance on such forward - looking statements . In addition, in considering any prior performance information contained in this presentation, readers should bear in mind that past results are not necessarily indicative of future results, and there can be no assurance that Psyence will achieve results comparable to those discussed in this presentation . This presentation speaks as of the date hereof and neither Psyence nor any affiliate or representative thereof assumes any obligation to provide any recipient of this presentation with subsequent revisions or updates to any historical or forward - looking information contained in this presentation to reflect the occurrence of events and/or changes in circumstances after the date hereof, except as may be required by law . Risk Factors relating to Psyence’s business The Company’s operating and financial forecasts, which are subject to various known and unknown contingencies and factors outside of the Company’s control, may not prove accurate and the Company may not achieve results consistent with management’s expectations. The Company’s limited operating history and financial results make the Company’s future results, prospects and the risks the Company may encounter difficult to predict. The Company will require additional capital to support the growth of its business, which may not be available on terms acceptable to it, or at all. Because the Company will be initially focused on research and development, cultivation and production of psilocybin mushrooms, the prospects for the Company’s success will be dependent upon the future performance and market acceptance of the Company’s intended facilities, products, processes and services. Unlike certain entities that have the resources to develop and explore numerous product lines or operate in multiple industries, the Company does not anticipate having the ability to immediately diversify or benefit from the possible spreading of risks or offsetting of losses. The Company operates in the psychedelic areas of the mushroom industry. Again, the prospects for the Company’s success may become dependent upon the development or market acceptance of a very limited number of facilities, products, processes or services. There is no assurance as to whether the Company will become profitable or pay dividends. The Company has incurred and anticipates that it will continue to incur substantial expenses relating to the development and initial operations of its business. The payment and amount of any future dividends will depend upon, among other things, the Company’s results of operations, cash flow, financial condition and operating and capital requirements. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividends. The Company is reliant on employees and third - party consultants to assist in investigating the process of developing and commercializing its psilocybin mushroom products. No assurance can be given that the results of these investigations will determine that manufacturing and distribution of its products will be feasible or commercially viable. A failure to obtain satisfactory results on these investigations could have a material adverse effect on the Company’s business and may adversely affect the Company’s ability to begin earning revenue. Psyence is subject to risks associated with operating internationally. Several factors, including legal and regulatory compliance and weakened economic conditions in any of the international jurisdictions in which the Company expects to do business or have projects, could adversely affect such expansion and growth. Additionally, the Company’s entry into new international jurisdictions requires management attention and financial resources that would otherwise be spent on other parts of the business. Some of the countries in which the Company expects to sell products are to some degree subject to political, economic, and/or social instability. International business operations expose the Company to risks and expenses inherent in operating or selling products in foreign jurisdictions, and developing and emerging markets in particular, where these risks may be heightened. There is no guarantee that the Company’s intended project implementation timelines will be met as anticipated, or at all. The failure to achieve these milestones and deliverables could negatively impact the Company’s ability to raise additional funds required to fund its ongoing operations and research and development initiatives, ultimately impacting the financial viability of the Company. There is also no guarantee that the Company’s research and development efforts will result in commercially viable products, suitable for registration with the necessary authorities. The current global uncertainty with respect to the resurgence of COVID - 19 and its effect on the global economy, may have negative effects on the Company. Risk Factors Related to the Proposed Transaction The Proposed Transaction is subject to a number of conditions to closing including among others: obtaining Newcourt shareholder approval, Psyence Biomed, and, if necessary, Psyence shareholder approval of the Business Combination; the completion of regulatory review from the SEC and the Canadian Securities Exchange (the “CSE”); the filing effectiveness of the Registration Statement; obtaining required consents or approvals; and the resignation of certain Newcourt’s directors and officers. The obligations of each of Newcourt, Psyence Biomed, and Psyence to consummate the Business Combination are also conditioned on, among other things, the accuracy of the representations and warranties as set forth by the other parties in the Business Combination Agreement (subject to certain materiality qualifications) and the performance by the other parties, in all material respects, of their obligations under the Business Combination Agreement required to be performed at or prior to the closing. In addition, consummation of the Business Combination is subject to the parties being satisfied with their due diligence of the other parties, any conditions that the CSE may impose, including, if required, Psyence shareholder approval, and is also predicated on the parties settling and executing a number of ancillary agreements, including an amended and restated Newcourt shareholder rights agreement, lock - up agreements with Newcourt SPAC Sponsor LLC (the “Sponsor”), a support agreement with the Sponsor, and a support agreement with certain Psyence shareholders.

39 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Back up Slides

Supportive literature PAP • “The first wave of psychedelic medicines in psychiatry will almost certainly hold as axiomatic that psychedelic medicines are best administered within a well - considered context of psychotherapy.” * Brennan W and Belser AB (2022), Models of Psychedelic - Assisted Psychotherapy: A Contemporary Assessment and an Introduction to EMBARK, a Transdiagnostic,Trans - D rug Model. Front. Psychol. 13:866018. doi: 10.3389/fpsyg.2022.866018 • PAP can help solve many pressing safety concerns in current psychopharmacological treatments. • PAP can reduce or even eliminate drug adherence problems and polypharmacy. * Schenberg EE (2018) Psychedelic - Assisted Psychotherapy: A Paradigm Shift in Psychiatric Research and Development. Front. Pharmacol. 9:733. doi: 10.3389/fphar.2018.00733 • Psychedelic Assisted Psychotherapy as it is practiced ………..cognitive - behavioral frameworks (i.e., CBT, DBT, and ACT) should be considered the default * Yaden DB, Earp D, Graziosi M, Friedman - Wheeler D, Luoma JB and Johnson MW (2022) Psychedelics and Psychotherapy: Cognitive - Behavioral Approaches as Default. Front. Psychol. 13:873279. doi: 10 .3389/fpsyg.2022.873279