PSYENCE BIOMEDICAL LTD. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR IN RESPECT OF THE SPECIAL MEETING OF SHAREHOLDERS OF PSYENCE BIOMEDICAL LTD. TO BE HELD ON APRIL 16, 2025 Dated as of

PSYENCE BIOMEDICAL LTD.

NOTICE OF SPECIAL MEETING

MANAGEMENT INFORMATION CIRCULAR

IN RESPECT OF THE SPECIAL MEETING

OF SHAREHOLDERS OF PSYENCE BIOMEDICAL LTD. TO BE HELD ON APRIL 16, 2025

Dated as of March 31, 2025

Neither the Nasdaq Stock Market

LLC nor any securities commission has in any way passed upon the merits of the shareholder proposals described herein and any representation

to the contrary is an offence.

The directors of Psyence Biomedical

Ltd. ("Psyence," " the "Company," "we," "us," or "our")

cordially invite you to attend a special meeting (the "Meeting") of the shareholders of Psyence (the "Shareholders")

to be held in person at the offices of WeirFoulds LLP, 66 Wellington Street West, Suite 4100, Toronto, Ontario, Canada M5K 1B7, on Wednesday,

April 16, 2025 at 9:00 a.m. (Eastern Time).

At the Meeting, you will be asked to consider and, if deemed

appropriate, to pass, the following:

The foregoing resolutions are referred to herein as the

The Board of Directors of the

Corporation unanimously recommends that Shareholders vote in favor of the Resolutions at the Meeting for the reasons set out in this Circular.

You are urged to read this information carefully and, if you require assistance, to consult your own legal, tax, financial or other professional

We hope that we will have the opportunity to welcome you

to this year's Meeting.

INFORMATION CIRCULAR

SPECIAL MEETING OF SHAREHOLDERS

Dated March 31, 2025, except where otherwise noted.

Solicitation of Proxies

This management information

circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of Psyence Biomedical

Ltd. ("Psyence," the "Corporation," "we," "us," or "our") for use at the special

meeting (the "Meeting") of shareholders (the "Shareholders") to be held on Wednesday, April 16, 2025 at the offices

of WeirFoulds LLP, 66 Wellington Street West, Suite 4100, Toronto, Ontario, Canada M5K 1B7, on Wednesday, April 16, 2025 at 9:00 a.m.

(Eastern Time), and at any adjournment(s) thereof. Solicitation of proxies will be primarily by mail and by our proxy solicitor Advantage

Proxy, but may also be carried out by directors, officers, employees or agents of the Corporation personally, in writing, by telephone

or by fax. All costs thereof will be borne by the Corporation.

Management of the Corporation has therefore prepared

this Circular and has sent it to those shareholders who are entitled to receive a notice of the Meeting.

Cautionary Note Regarding Forward Looking Statements

Certain statements contained

in this proxy circular, including statements regarding the proposed stock split, its anticipated benefits, effects on the Corporation's

share price and trading liquidity, and other expectations may be considered forward-looking statements within the meaning of applicable

securities laws. Forward-looking statements are based on current expectations and involve risks and uncertainties that could cause actual

results to differ materially. These risks include, but are not limited to, market conditions, regulatory approvals, and shareholder approval

of the stock split. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the

date hereof. The Corporation undertakes no obligation to update any forward-looking statements, except as required by law.

Shareholders should consider

the risk factors set forth in the Corporations public filings, including, but not limited to, its most recent Annual Report on Form 20-F

filed with the U.S. Securities and Exchange Commission and available on EDGAR at www.sec.gov, as well as any updates to such risk factors

contained in subsequent filings. The risks described therein, as well as other risks and uncertainties, could materially affect the company's

business, financial condition, or results of operations.

Shareholders Entitled to Vote

Registered shareholders ("Registered

Shareholders") as at the close of business on March 17, 2025 (the "Record Date"), or the person or persons

they appoint as their proxies, are entitled to attend and vote on all matters that may properly come before the Meeting in respect of

which their vote is required. Each Shareholder of record at the close of business on the Record Date will be entitled to one vote for

each common share of the Corporation, no par value ("Common Share") held with respect to all matters proposed to come

before the Meeting, or any adjournment or postponement thereof, and requiring a vote by Shareholders.

Registered Shareholders are

entitled to vote at the Meeting, or any adjournment or postponement thereof, either in person or by proxy. Voting by proxy means that

you are giving the person or persons named on your proxy form (your proxyholder) the authority to vote your Common Shares for you at the

Meeting or any adjournment(s) or postponement(s) thereof.

Appointment of Proxies and Revocation of Proxies

The individuals named in the

enclosed form of proxy will represent management of the Corporation at the Meeting. A Shareholder has the right to appoint a person

or company (who need not be a Shareholder), other than the persons designated in the accompanying form of proxy, to represent the Shareholder

at the Meeting. Such rights may be exercised by inserting the name of such person or company in the blank space provided in the proxy

or by completing another proper form of proxy. A Shareholder wishing to be represented by proxy at the Meeting or any adjournment

thereof must, in all cases, deposit the completed proxy with Continental Stock Transfer and Trust Co., 1 State Street 30th

Floor, New York, NY 10004 ("CST") by 11:59 P.M. (New York time) on April 15, 2025 or, if the Meeting is adjourned or

postponed, at least 48 hours, excluding Saturdays, Sundays and holidays, prior to any adjournment or postponement of the Meeting at which

the proxy is to be used, or deliver it to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the

commencement of the Meeting. A proxy should be executed by the registered Shareholder or its attorney-in-fact duly authorized in writing

or, if the registered Shareholder is a corporation, by an officer or attorney thereof duly authorized. Failure to properly complete or

deposit a proxy may result in its invalidation.

A Registered Shareholder who

has submitted a proxy may revoke it at any time prior to the exercise thereof. If a Registered Shareholder who has given a proxy attends

the Meeting in person at which such proxy is to be voted, such person may revoke the proxy and vote in person. In addition to any other

manner permitted by law, a proxy may be revoked before it is exercised by an instrument in writing executed in the same manner as a proxy

and deposited to the attention of the Chief Financial Officer of the Corporation at the registered office of the Corporation at any time

up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used

or with the Chairman of the Meeting on the day of such Meeting or any adjournment thereof and thereupon the proxy is revoked.

A Registered Shareholder attending

the Meeting has the right to vote in person and, if he or she does so, his or her proxy is nullified with respect to the matters such

person votes upon and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.

If you are not a Registered

Shareholder, please refer to the section below entitled "Advice to Beneficial Holders of Common Shares".

Advice to Beneficial Shareholders of Common Shares

The information set forth in

this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold their Common Shares

in their own name and thus are considered non-registered Shareholders (referred to as "Beneficial Shareholders"). Beneficial

Shareholders should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered

holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided

to Shareholders by a broker then, in almost all cases, those shares will not be registered in the Shareholder's name on the records

of the Corporation. Such Common Shares will more likely be registered under the name of the Shareholder's broker or an agent of

that broker or another similar entity (an "Intermediary"). Common Shares held in the name of an Intermediary can only

be voted by the Intermediary (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions,

Intermediaries are prohibited from voting shares.

If you are a Beneficial Shareholder:

Beneficial Shareholders should

ensure that instructions respecting the voting of their Common Shares are communicated in a timely manner and in accordance with the instructions