DEBT-FOR-EQUITY EXCHANGE AGREEMENT This DEBT-FOR-EQUITY EXCHANGE AGREEMENT (this " Agreement "), dated as of

DEBT-FOR-EQUITY EXCHANGE AGREEMENT

DEBT-FOR-EQUITY EXCHANGE AGREEMENT (this "Agreement"), dated as of September 30, 2024 (the "Effective Date")

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

and Newcourt SPAC Sponsor, LLC ("Lender").

A. The Company and Lender

are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of

the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506(b) of Regulation D ("Regulation

D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities

B. Lender is the holder of

a promissory note, dated January 25, 2024, issued by Newcourt Acquisition Corp ("NCAC"), in the amount of $1,615,501

C. On January 25, 2024, NCAC

and the Company entered into a business combination, pursuant to which the Company agreed to acquire certain liabilities of NCAC.

D. NCAC hereby wishes to assign

and transfer all of NCAC's obligations under the Note to the Company. The Company hereby wishes to accept such assignment and transfer.

E. The Company desires to

issue common shares, no par value per share (the "Common Shares"), to Lender (or its nominee(s)) in exchange for satisfaction

in full of all obligations under the Note (the "Discharged Debt").

NOW, THEREFORE, in consideration

of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which

are hereby acknowledged, the Company and Lender agree as follows:

1.1. Exchange Commitments.

Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined), (a) the Company will issue to Lender

(or its nominee(s)) the aggregate number of Common Shares (the "Acquired Shares") equal to the Discharged Debt divided

by $0.50 (the "Purchase Consideration"), and, in exchange, Lender will release the Company from any obligations

with respect to the Discharged Debt evidencing payment and satisfaction in full of the Discharged Debt for the receipt of the Acquired

Shares. The actions described in subparts (a) and (b), collectively, are referred to as the "Exchange". Furthermore,

if the average VWAP for the 10 Trading Days (the "10-Day VWAP") for the trading days prior to January 15, 2025 is lower

than $0.50, the Company is also required to make a "make whole payment" in cash or Common Shares, at the Company's election,

determined as follows: The "make whole payment" or number of "make whole shares" shall equal the difference between

(i) the number of Common Shares calculated at the Purchase Consideration divided by the 10-Day VWAP and (B) the number of Common Shares

calculated at the Purchase Consideration divided by $0.50. In the event that the Company elects to settle any shortfall in

cash, it shall pay an amount equal to the number of make whole shares multiplied by the 10-Day VWAP.

1.2. Effect of Exchange.

Upon the Closing, Lender forever releases, relieves and discharges the Company and the Company's past, present and future affiliates,

subsidiaries, predecessors, successors, assigns, attorneys, employees, directors, officers, shareholders, agents, and representatives,

from any and all claims, demands, actions, cause or causes of action, suits, debts, sums of money, controversies, damages, obligations,

breaches and liabilities of every kind and nature, whether known or unknown, in law, equity or otherwise, that have existed or may exist

as of the date of this Agreement relating to the Discharged Debt and all matters and agreements in connection therewith and related thereto.

The completion of the Exchange (the "Closing") will take place at 4:00 p.m., Eastern Standard Time, on the date hereof

or as soon as practicable thereafter (the "Closing Date"). The Closing will take place remotely via the delivery and

exchange of documents and signatures.

2. Representations and

Warranties of the Company. The Company hereby represents and warrants to Lender as of the Effective Date and as of the Closing Date

The Company is duly organized, validly existing and in good standing under relevant laws and has all requisite corporate power and authority

to carry on its business as now conducted and as proposed to be conducted.

Enforcement. The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement,

to consummate the transactions contemplated hereby and to issue the Acquired Shares in accordance with the terms hereof; the execution,

delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (including without

limitation the issuance and delivery of the Acquired Shares) have been duly authorized by the Company's board of directors and no

further consent or authorization of the Company, its board of directors or its shareholders is required.

2.3. Issuance of Acquired

Shares. The Acquired Shares will, upon issuance pursuant to the terms hereof, be duly and validly issued and will be free from any

liens or encumbrances created by the Company (except as provided in this Agreement with respect to federal and applicable state securities

laws). Based in part upon the representations of Lender in Section 3 of this Agreement, the Acquired Shares, when issued and delivered

pursuant to this Agreement, will be issued in compliance with federal and all applicable state securities laws. Subject in part to the

truth and accuracy of Lender's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Acquired

Shares as contemplated by this Agreement are exempt from the registration requirements of the Securities Act, and neither the Company

nor any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

2.4.1 The execution, delivery

and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby (including,

without limitation, the issuance of the Acquired Shares) do not conflict with or result in a violation of any provision of the Company's

organizational documents.

2.4.2 Except as specifically

contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement

with any securities exchange or automated quotation system, the Company is not required to obtain any consent, authorization or order

of (other than those obtained on or prior to the date hereof), or make any filing or registration with, any court or governmental agency

or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement

in accordance with the terms hereof, or to issue the Acquired Shares in accordance with the terms hereof.

3. Representations and

Warranties of Lender. Lender hereby represents and warrants to the Company as of the Effective Date and as of the Closing Date

3.1. Complete Ownership.

Lender is the sole record and beneficial owner of the Discharged Debt, free and clear of any and all liens.

Enforcement. Lender has all requisite limited liability company power and authority to enter into and to perform its obligations under

this Agreement, to consummate the transactions contemplated hereby and to tender the Discharged Debt and acquire the Acquired Shares in

accordance with the terms hereof; the execution, delivery and performance of this Agreement by Lender and the consummation by it of the

transactions contemplated hereby have been duly authorized by all required parties and no further consent or authorization of Lender,

its managers or its members is required; and this Agreement has been duly executed and delivered by Lender.

3.3. Investment Purpose

& Canadian Securities Laws. Lender is acquiring the Acquired Shares for its own account for investment purposes only and without

any view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. The Lender

further understands that (i) the Company is not a "reporting issuer" (or the equivalent of a reporting issuer) in any province

or territory of Canada, and the Acquired Shares have not been qualified for distribution by prospectus in Canada, (ii) the Acquired Shares

may not be offered or sold in Canada except pursuant to a Canadian prospectus or prospectus exemption); (iii) no representation has been

made respecting the applicable hold periods imposed by the securities laws in the provinces and territories of Canada (the "Canadian

Securities Laws") or other resale restrictions applicable to the Acquired Shares which restrict the ability of the Lender (or

any beneficial purchaser for whom it is contracting hereunder) to resell such securities; (iii) it is solely responsible to find out what

these restrictions are; (iv) it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale

restrictions; and (v) it is aware that it may not be able to resell the Acquired Shares in Canada, except in accordance with limited exemptions

under the Canadian Securities Laws . The Lender represents and warrants that it is acquiring the Acquired Shares as principal for its

own account with investment intent and not with a view to or for distributing or reselling such Acquired Shares or any part thereof in

violation of Canadian Securities Laws, has no present intention of distributing any of such Acquired Shares in violation of Canadian Securities

Laws, and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of

such Acquired Shares to or for the benefit of person in Canada. Such Lender is acquiring the Acquired Shares hereunder in the ordinary

course of its business.

Information. Lender believes that it has received all the information it considers necessary or appropriate for deciding whether to

acquire the Acquired Shares hereunder. Lender further represents that it has had an opportunity to ask questions and receive answers from

the Company regarding its business and prospects. The foregoing, however, does not limit or modify the representations and warranties

of the Company in Section 2 of this Agreement or the right of Lender to rely thereon.

3.5. No Registration.

Lender understands that the Acquired Shares have not been registered under the Securities Act or applicable state securities laws, and