| (2) | Represents up to an aggregate of 10,882,355 common shares, no par value (the “Common Shares”) of Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada (the “Company”), consisting of (i) 182,323 Common Shares issued to the Harraden Funds pursuant to the Termination Agreement, (ii) 337,750 Common Shares issued to PGI pursuant to the Company’s make-whole obligations under the PGI Swap Agreements, (iii) 257,021 Common Shares issued to PGI pursuant to the Company’s make-whole obligations under the Psylabs Purchase Agreement, (iv) 43,080 Common Shares issued to the Sponsor pursuant to the Company’s debt settlement obligations under the Sponsor Swap Agreement, (v) 62,181 Common Shares issued pursuant to the Company’s make-whole obligations under the Sponsor Swap Agreements, and (vi) an aggregate of up to 10,000,000 Common Shares issuable by the Company to White Lion pursuant to the White Lion Purchase Agreement.All capitalized terms used but not otherwise defined shall have the meaning given to such term in the Registration Statement associated with this Exhibit. |