COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this " Agreement ") is entered into effective as

COMMON STOCK PURCHASE AGREEMENT

This Common Stock Purchase

Agreement (this "Agreement") is entered into effective as July 25, 2024 (the "Execution Date"),

by and between Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada (the "Company"),

and White Lion Capital, LLC, a Nevada limited liability company (the "Investor").

the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall purchase, from time to time,

as provided herein, and the Company shall issue and sell up to Twenty Five Million Dollars ($25,000,000) of the Company's Common

Stock (as defined below);

such sales of Common Stock by the Company to the Investor will be made in reliance upon the exemption provided by Section 4(a)(2) of

the Securities Act ("Section 4(a)(2)") and Rule 506(b) of Regulation D, and upon such other

exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the issuances and

sales of Common Stock by the Company to the Investor to be made hereunder;

the parties hereto are concurrently entering into the Registration Rights Agreement, pursuant to which the Company shall register the

resale of the Registrable Securities (as defined in the Registration Rights Agreement), upon the terms and subject to the conditions

set forth therein; and

THEREFORE, the parties hereto agree as follows:

TERMS. As used in this Agreement, the following terms shall have the following meanings

specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

shall have the meaning specified in the preamble hereof.

Trading Volume" shall mean the median daily trading volume of the Company's Common Stock over the most recent five

(5) Business Days immediately preceding the date of delivery of a Purchase Notice.

means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

"Beneficial Ownership

Limitation" shall have the meaning specified in Section 7.2(g).

shall mean a day on which the Principal Market shall be open for business.

shall have the meaning specified in Section 9.3(a).

shall mean the Investor's broker and Transfer Agent costs with respect to each deposit of Common Stock.

shall mean the closing of a purchase and sale of shares of Common Stock as described in Section 2.1.

shall mean Twenty-Five Million Dollars ($25,000,000).

shall mean the period commencing on the Execution Date and ending on the earlier of (i) the date on which the Investor shall have

purchased an aggregate number of Purchase Notice Shares pursuant to this Agreement equal to the Commitment Amount or (ii) the second

(2nd) anniversary of the Execution Date.

shall have the meaning specified in Section 6.4.

shall mean the Company's common shares, without par value, and any shares of any other class of common shares whether now or hereafter

authorized, having the right to participate in the distribution of dividends (as and when declared) and assets (upon liquidation of the

Stock Equivalents" means any securities of the Company entitling the holder thereof to acquire at any time Common

Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time

convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

shall have the meaning specified in the preamble to this Agreement.

means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

has the meaning set forth in Section 6.2.

shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys' fees and

disbursements and costs and expenses of expert witnesses and investigation).

"Designated Brokerage

Account" shall mean the brokerage account provided by the Investor for the delivery of the applicable Securities.

"Disclosure Schedules"

means the Disclosure Schedules of the Company delivered concurrently herewith.

"Document Preparation

Fee" shall be $15,000 payable by the Company to the Investor on the date of the first Purchase Notice, in which case such

payment shall be deducted from the Investment Amount of the first Purchase Notice.

shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.

shall mean the DTC's Fast Automated Securities Transfer Program.

shall mean Deposit Withdrawal at Custodian as defined by the DTC.

shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC's Operational Arrangements, including,

without limitation, transfer through DTC's DWAC system, (b) the Company has been approved (without revocation) by the DTC's

underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Securities are otherwise

eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Securities,

as applicable, via DWAC.

means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction

on resale and (iii) timely credited by the Company to the Investor's or its designee's specified DWAC account with DTC

under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.

shall mean for any Fixed Purchase Notice, each of the following conditions must be satisfied or the Fixed Purchase Notice shall be void

ab initio: (i) the Fixed Purchase Notice Date did not have the lowest daily VWAP, or have the lowest traded price, of the Common

Stock for all of the days during the Fixed Purchase Valuation Period, (ii) the closing price on the Fixed Purchase Notice Date must

exceed the lowest daily VWAP during the Fixed Purchase Valuation Period, and (iii) the opening sale price of the Common Stock on

the Business Day following the Fixed Purchase Notice Date must exceed 110% of the Fixed Purchase Price. Notwithstanding the forgoing,

the Investor may waive the Equity Conditions at any time to allow the Investor to purchase shares under a Fixed Purchase Notice.

shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

shall have the meaning set forth in Section 7.1(d).

shall have the meaning set forth in the first paragraph of this Agreement.

Shares Valuation Date" means for the First Commitment Tranche, the Business Day prior to the filing of the initial Registration

Closing Date" shall have the meaning specified in Section 2.2(d).

Investment Amount" shall mean the applicable Purchase Notice Shares referenced in the Fixed Purchase Notice multiplied

by the Fixed Purchase Price.

Notice" shall mean the closing of a purchase and sale of shares of Common Stock as described in Section 2.2.

Notice Date" shall have the meaning specified in Section 2.2(c).

Notice Limit" shall mean for any Fixed Purchase Notice the Investor's committed obligation shall be the lesser of:

(i) $250,000 or (ii) 50% of the Average Daily Trading. Notwithstanding the forgoing, the Investor may waive the Fixed Purchase

Notice Limit at any time to allow the Investor to purchase additional shares under a Purchase Notice.

Price" shall mean the product of (i) the lowest daily VWAP of the Common Stock during the Fixed Purchase Valuation

Period and (ii) ninety percent (90%).

Valuation Period" shall mean the five (5) consecutive Business Day period prior to, and including the Fixed Purchase

Party" shall have the meaning specified in Section 9.1.

Party" shall have the meaning specified in Section 9.1.

shall have the meaning specified in Section 9.3(b).

shall mean the gross price of the Purchase Notice Shares, less Clearing Costs.

shall mean $4,000,000, subject to increase at the sole discretion of the Investor.

shall have the meaning specified in the preamble to this Agreement.

Transfer Agent Instructions" shall mean a signed form of irrevocable transfer agent instructions, substantially in the

form of Exhibit D attached hereto, instructing the Transfer Agent to promptly deliver any Purchase Notice Shares to the Investor

upon the Transfer Agent's receipt of the copy of a Purchase Notice from the Company, without further instruction from the Company.

means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

Effect" shall mean any effect on the business, operations, properties, or financial condition of the Company that is material

and adverse to the Company and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with

the ability of the Company to enter into and perform its obligations under any Transaction Document.

shall have the meaning specified in Section 7.1(d).

shall mean any calendar day that the Common Stock is not listed on a national securities exchange that is registered with the SEC under

Section 6 of the Exchange Act (such as NASDAQ), and the Principal Market is an over-the-counter market.

shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government

or political subdivision or an agency or instrumentality thereof.