Full Press Release Details
PSYENCE BIOMEDICAL LTD.
PURCHASE AND SALE AGREEMENT
is made and entered into as of September 17, 2024, by and among Psyence Group Inc. (the "Seller"), a
corporation organized under the laws of Ontario, Canada, and Psyence Biomedical Ltd. (the "Purchaser"), a corporation
organized under the laws of Ontario, Canada, and Psyence Labs Ltd., a company duly incorporated in the British Virgin Islands (the "Company").
Each of the Seller, the Purchaser and the Company are also referred to herein as a "Party" and, collectively, as the
"Parties". The term "Agreement" as used herein refers to this Purchase and Sale Agreement, as the same
may be amended from time to time.
the Seller is the legal and beneficial owner of 1,000 in a single class with a par value of US$0.01 (the "Sale Shares")
in the capital of the Company, representing 11.13% of the issued share capital of the Company;
WHEREAS the Seller wishes to sell and the Purchaser wishes to purchase the Sale Shares;
WHEREAS the Company wishes to facilitate such purchase and sale;
THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set
forth in this Agreement, and subject to the terms and conditions set forth in this Agreement, the Parties, intending to be legally bound,
hereby agree as follows:
| 10 | SUPPORT | |
| The Parties undertake at all times to do all such things, perform all such actions and take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and/or import of this Agreement. |
| 12 | benefit of the agreement | |
| This Agreement will also be for the benefit of and be binding upon the successors in title and permitted assigns of the Parties or any of them. |
| 13 | applicable law and jurisdiction | |
| This Agreement will in all respects be governed by and construed under the laws of the British Virgin Islands. |
| 14 | COSTS | |
| Except as otherwise specifically provided herein, each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Agreement. |
SIGNED at Cape Town on September 17, 2024
| For and on behalf of | |
| PSYENCE GROUP INC | |
| Signature Taryn Vos | |
| Name of Signatory Authorised Signatory | |
| Designation of Signatory |
SIGNED at Toronto on September 17, 2024
| For and on behalf of | |
| PSYENCE BIOMEDICAL LTD | |
| Signature Neil Maresky | |
| Name of Signatory Director | |
| Designation of Signatory |
SIGNED at Cape Town on September 17, 2024
| For and on behalf of | |
| PSYENCE LABS LTD. | |
| Signature Tony Budden | |
| Name of Signatory CEO | |
| Designation of Signatory |