{"url_path":"/sec/pbm/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1985062/0001213900-26-070607-index.html","accession_number":"0001213900-26-070607","cik":"0001985062","ticker":"PBM","issuer_name":"PSYENCE BIOMEDICAL LTD.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1985062/0001213900-26-070607-index.html","primary_entity_key":"0001985062","primary_entity_name":"PSYENCE BIOMEDICAL LTD."},"word_count":9821,"has_tables":true,"body_markdown":"** **\n\nITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES\n\n** **\n\n \nA.\nDirectors and Senior Management\n\n \n\nThe following sets forth certain information,\nas of the date of this Report, concerning the directors and executive officers of the Company. All executive officers are appointed by\nthe Board to serve in their roles. Each executive officer is appointed for such term as may be prescribed by the Board or until a successor\nhas been chosen and qualified or until such officer’s death, resignation or removal.\n\n \n\n**Name**\n \n**Age**\n \n**Position(s)**\n\nJody Aufrichtig\n \n53\n \nChief Executive Officer and Chairman of the Board\n\nWarwick Corden-Lloyd\n \n47\n \nChief Financial Officer and Director\n\nMarc Balkin\n \n52\n \nDirector\n\nGraham Patrick\n \n45\n \nDirector\n\nSashank Pillay\n \n49\n \nDirector\n\n \n\n52\n\n \n\n \n\nExecutive Officers\n\n** **\n\n**Warwick Corden-Lloyd** has\nserved as the Chief Financial Officer of the Company since January 25, 2024. Mr. Corden-Lloyd has also served as Chief Financial\nOfficer of PGI from May 21, 2020 until his resignation in January 2024. Mr. Corden-Lloyd is a Chartered Accountant and Certified\nProject Manager. He has over 23 years of financial and regulatory experience working in public accounting, consulting and listed\nfinancial services companies in the US, UK and South Africa. He has been a consultant of PsyLabs, a privately-held company specializing\nin the production of psychedelic active pharmaceutical ingredients and extracts for research, clinical trials, and drug development and\nan affiliate of the Company, since April 2024 and a board member of Novaspore Ltd., a wholly owned subsidiary of PsyLabs, since March\n2022. From May 2020 to January 2021, Mr. Corden-Lloyd was the Corporate Finance Advisor and Chief Financial Officer of\nMindHealth Biomed Corp, the predecessor company prior to PGI. Mr. Corden-Lloyd was previously the Vice President of Operations and\nFinance at Canopy Growth Africa, (a wholly owned subsidiary of Canopy Growth Corporation (NYSE: CGC / TSX: WEED) from May 2019 to\nMay 2020. Whilst at Canopy Growth, he oversaw the Finance, Legal, Supply Chain, Human Resources, Quality Assurance and Regulatory,\nProject Management and Country Manager divisions. Prior to that he was Head of Financial Accounting at Capitec Bank, South Africa’s\nlargest customer retail bank, from February 2015 to May 2019 where he was responsible for managing the financial and regulatory\nreporting, budgeting and financial accounting for the bank. Before working at Capitec Bank, he worked for PricewaterhouseCoopers International\nLimited in the US, UK and South Africa and for The Bank of New York Mellon Corporation in the UK. Mr. Corden-Lloyd received a Bachelor\nof Accounting from the University of Stellenbosch, South Africa in 2002, a Bachelor of Accounting Honours from the University of Natal,\nSouth Africa in 2003 and registered with the South African Institute of Chartered Accountants in 2006.\n\n** **\n\n**Jody Aufrichtig** has\nserved as Chairman of the Board of the Company since January 25, 2024 and CEO of the Company since October 15, 2025. He has served\nas Board Chairman at PGI, and also served as a PGI director, since May 21, 2020. Mr. Aufrichtig is a chartered accountant and\nexperienced entrepreneur with extensive experience in emerging markets. He has served as a consultant of PsyLabs, a privately-held company\nspecializing in the production of psychedelic active pharmaceutical ingredients and extracts for research, clinical trials, and drug development\nand an affiliate of the Company, since April 2024. Mr. Aufrichtig is the founder of MindHealth Biomed Corp and has built multiple\naward-winning businesses and created substantial shareholder value in cannabis, commercial and residential property, private equity, tourism,\nleisure and other industries. Prior to founding MindHealth Biomed Corp, he was the Managing Director of Canopy Growth Africa (a wholly\nowned subsidiary of Canopy Growth Corporation (NYSE: CGC / TSX: WEED)) from May 2018 until he led a management buyout of the African\noperations in April 2020. Mr. Aufrichtig founded Daddy Cann Lesotho (Pty) Limited in July 2017 and was granted a license\nby the Ministry of Health (Lesotho) to cultivate, manufacture, supply, hold, import, export and transport cannabis. Daddy Cann Lesotho\n(Pty) Limited was subsequently acquired by Canopy Growth Corporation in May 2018. In 2000, Mr. Aufrichtig co-founded Indigo\nProperties, a business focused on commercial and residential property, tourism and leisure. Mr. Aufrichtig holds a Bachelor of Accounting\nand a Bachelor of Accounting Honours from the University of Cape Town, South Africa and is registered with the South African Institute\nof Chartered Accountants. He is well-qualified to serve as a director because of his extensive commercial and corporate experience in\na broad variety of areas including finance and mergers and acquisitions and has served as a director and chairman of other publicly traded\ncompanies.\n\n \n\n**Marc\nBalkin **has served as a director of the Company since January 25, 2024. He served as the Chief Executive Officer and\nserved as a member of the board of directors of NCAC from March 2021 until January 25, 2024. Mr. Balkin is a founder of\nBalkin and Co, an advisory firm that has advised private equity firms and family offices on mergers, acquisitions and investments in\nAfrica since 2015. Clients have included HP Bet (part of the family office of Dr. Hasso Plattner, a founder and current Chairman\nof SAP), Omidyar Network (part of the family office of Pierre Omidyar, the founder of eBay) and Rand Merchant Bank. Prior to founding\nBalkin and Co, Mr. Balkin was the Managing Partner of Hasso Plattner Ventures Africa, a Venture Fund in which Dr. Plattner\nwas the key limited partner. Mr. Balkin also held responsibility for managing the Emerging Market portfolio of private equity and\nventure capital assets of Dr. Plattner’s family office. Mr. Balkin is currently a partner at DiGame, a growth fund focused\non Africa and the Middle East in which the key investor is Abu Dhabi Investment Counsel (“**ADIC**”). Mr. Balkin\nrepresents DiGame on the board of direct-to-consumer asset manager 10X Investments. Since 2004, Mr. Balkin has served on and chaired\na range of venture capital and private equity fund investment committees as the representative of the limited partners or investors.\nThese include Enablis, First National Bank Vumela Fund, Telkom Future Makers and Alithea IDF. Between 2000 and 2007, Mr. Balkin\nwas the founding partner of O2 Capital, a private equity fund manager for the Msele Nedventures Fund. The LPs in the fund included a\nrange of development finance institutions such as Proparco (France), DEG (Germany) and IDC (South Africa) and the fund invested primarily\nin technology businesses in South Africa. Mr. Balkin obtained his BA in 1995 and his LLB in 1997 from University of Witwatersrand\nin Johannesburg. He is well-qualified to serve as a director because of his experience at board and committee level as well as his legal,\nfinance and financial markets background.\n\n \n\n53\n\n \n\n \n\n**Graham Patrick** has\nserved as a director of the Company since December 1, 2025. Mr Patrick is a qualified attorney, conveyancer and notary with extensive\nexperience in fiduciary oversight, good governance, management and cross-border transactions. He is a Partner at Stonehage Fleming, a\nglobal advisory business and adviser to many of the world’s leading families and wealth creators, and heads up their Mauritius office\nwhere he acts as chairperson and director for Stonehage Fleming (Mauritius) Limited and its subsidiaries. His career spans legal, financial,\nwealth and fiduciary industries. He currently holds board and other regulatory\nappointments for several companies across multiple areas of business and jurisdictions, including the British Virgin Islands, Mauritius,\nSeychelles and South Africa. Graham holds degrees in commerce and law, a postgraduate diploma in financial planning and is a member of\nthe Fiduciary Institute of Southern Africa.\n\n \n\n**Sashank Pillay**has\nserved as a director of the Company since February 20, 2026. Following the Company’s sizable investment in PsyLabs, the Company appointed\nMr. Pillay to the Board of Directors given his experience in cultivation and production project execution, design, construction, operations\nmanagement and logistics, and knowledge of international controlled substance regulatory frameworks, quality management, logistics and\nsupply chain management and customs and import/export facilitation. Prior to his appointment at PsyLabs, Mr Pillay served as the Country\nManager (Lesotho) at Canopy Growth Africa, (a wholly owned subsidiary of Canopy Growth Corporation (NYSE: CGC / TSX: WEED), where he managed\ncommunity and government relations liaison for governmentally licensed commercial cannabis and psilocybin cultivation and production facilities\nin Southern Africa. Whilst at Canopy Growth Africa, he also oversaw the Southern African production, cultivation, quality assurance, regulatory,\nproject management, logistics and distribution divisions.\n\n** **\n\nB. Compensation\n\n \n\nThe following tables and discussions relate to\nthe compensation paid to or earned by our executive officers and directors who were serving during the financial year ended March 31,\n2026.\n\n \n\nDr. Neil Maresky previously served as chief\nexecutive officer of the Company until October 15, 2025, following his resignation as chief executive officer of the PGI. Warwick Corden-Lloyd\ncurrently serves as chief financial officer of the Company following his resignation as chief financial officer of PGI. Jody Aufrichtig\ncurrently serves as Director, CEO and Executive Chairman of the Company. Dr. Maresky, Mr. Corden-Lloyd and Mr. Aufrichtig\nare referred to collectively in this information statement as our “named executive officers.”\n\n \n\nCompensation arrangements for the Company’s\nexecutive officers have been determined based on the compensation policies, programs and procedures established by the Compensation Committee,\nwhich entailed: (i) for executive directors and officers (a) market related base annual salaries or fees, (b) annual cash\nbonuses based on a target percentage of such base annual salaries or fees based on the achievement of performance metrics approved\nby the Compensation Committee, (c) a sign-on award in the form of RSUs, which may be converted into Common Shares and which are subject\nto a trading lock-up period as well as a clawback policy and (d) long-term equity awards in the form of RSUs based on a multiple\nof such base annual salaries or fees, and (ii) for non-executive directors (y) a fixed monthly fee and (z) long-term\nequity awards in the form of RSUs based on a multiple of such fixed monthly fee.\n\n** **\n\n54\n\n \n\n \n\nSummary Compensation Tables\n\n \n\nThe following table summarizes the compensation\nawarded to, earned by, or paid to our named executive officers for the fiscal year ended March 31, 2026.\n\n \n\nName and principal position \nYear \nSalary\n\n(US$)  \nBonus\n\n(US$)  \nOption awards\n\n(US$)  \nStock Awards\n\n(US$)(1)  \nNonequity incentive plan\ncompensation\n\n(US$)  \nAll other compensation\n\n(US$)  \nTotal\n\n(US$) \n\nNeil Maresky\n\n(Chief Executive Officer until October 15, 2025, transitioned to Global Head, Clinical Development) \n2026 \n 360,000  \n -  \n   -  \n  77,528(2) \n        -  \n  440,000(3) \n 877,528 \n\n  \n  \n    \n    \n    \n    \n    \n    \n   \n\nJody Aufrichtig\n\n(Executive Chairman, and Chief Executive Officer from October 15, 2025) (Representing Aquacap Limited) \n2026 \n 253,333  \n 140,000  \n -  \n  41,961(4) \n -  \n -  \n 435,294 \n\n  \n  \n    \n    \n    \n    \n    \n    \n   \n\nWarwick Corden-Lloyd\n\n(Chief Financial Officer) (Representing CordenLloyd Consulting Pty Ltd)\n \n2026 \n 208,000  \n 85,000  \n -  \n  24,238(5) \n -  \n -  \n 317,238 \n\n \n\nOther than as set forth in the foregoing table,\nthe named executive officers have not received compensation pursuant to any standard arrangement for the compensation of directors for\ntheir services in their capacity as directors, including any additional amounts payable for committee participation or special assignments,\nany other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as\ndirectors, or any arrangement for the compensation of directors for services as consultants or experts.\n\n \n\nThe following table summarizes the compensation\nawarded to, earned by, or paid to our directors for the fiscal year ended March 31, 2026.\n\n \n\nName and principal position \nYear \nFees\n\n(US$)  \nStock Awards\n\n(US$)(1)  \nTotal\n\n(US$) \n\nMarc Balkin – Director (representing Balkin and Co Pty Ltd) \n2026 \n 288,336  \n 18,065(6) \n 306,401 \n\n  \n  \n    \n    \n   \n\nChristopher Bull – Director (Resigned December 1, 2025) \n2026 \n 67,746  \n 21,940(7) \n 89,686 \n\n  \n  \n    \n    \n   \n\nGraham Patrick – Director (Appointed December 1, 2025) \n2026 \n 15,000  \n -  \n 15,000 \n\n  \n  \n    \n    \n   \n\nSeth Feuerstein – Director (Resigned February 20, 2026) \n2026 \n 25,000  \n 6,450(8) \n 31,450 \n\n  \n  \n    \n    \n   \n\nSashank Pillay – Director (Appointed February 20, 2026) \n2026 \n 3,750  \n -  \n 3,750 \n\n \n\n \n\n(1)The amounts reported in the “Stock awards” column\nrepresent the aggregate grant date fair value of the restricted stock units (RSUs) granted to the named executive officers during year\nended March 31, 2026 computed in accordance with IFRS. The stock awards value was based on the share price on the date of grant of RSUs.\nNote that the amounts reported in these columns reflect the accounting cost for these RSUs and do not correspond to the actual economic\nvalue that may be received by the named executive officers from the stock RSUs.\n\n \n\n(2)This represents an aggregate of 3,922 RSUs granted during\nthe year, with vesting dates as follows: 276 – April 17, 2025; 1,067 – April 1, 2026; 222 – April 17, 2026; 1,067 –\nOctober 1, 2026 and 1,290 - April 1, 2027.\n\n \n\n(3)\nIn October 2025 Dr. Neil Maresky transitioned from his role as Chief Executive Officer and Director of the Company to serve as the Company’s Global Head, Clinical Development, where he leads the Phase IIb Study and clinical trial development programs. Pursuant to an consultancy agreement entered into on November 1, 2025 with the Company. The fees represented here include amounts agreed between Dr. Mareksy and the Company in lieu of no-fault termination payments which would otherwise have been payable to him under the terms of his employment contract.\n\n \n\n(4)\nThis represents an aggregate of 2,179 RSUs granted during the year, with vesting dates as follows: 177 – April 17, 2025; 585 – April 1, 2026; 123 – April 17, 2026; 585 – October 1, 2026 and 709 - April 1, 2027.\n\n \n\n(5)\nThis represents an aggregate of 1,225 RSUs granted during the year, with vesting dates as follows: 90 – April 17, 2025; 332 – April 1, 2026; 69 – April 17, 2026; 332 – October 1, 2026 and 402 - April 1, 2027.\n\n \n\n(6)\nThis represents an aggregate of 915 RSUs granted during the year, with vesting dates as follows: 52 – April 17, 2025; 253 – April 1, 2026; 52 – April 17, 2026; 253 – October 1, 2026 and 402 - April 1, 2027.\n\n \n\n(7)\nThis represents an aggregate of 1,110 RSUs granted during the year, with vesting dates as follows: 63 – April 17, 2025; 1,047 – December 1, 2025.\n\n \n\n(8)\nThis represents an aggregate of 325 RSUs granted during the year, with 19 RSUs vesting before resignation and the remainder being cancelled upon resignation.\n\n \n\n55\n\n \n\n** **\n\nEmployment, Consulting and Management Agreements\n\n \n\nAs of the date of this Report, the Company had\nthe following employment, consulting and management agreements in place with its named executive officers:\n\n** **\n\nJody Aufrichtig – Chief Executive Officer & Board Chairman\n\n \n\nThe Company, its wholly-owned\nsubsidiary, Biomed II, Jody Aufrichtig (as principal) and Aquacap Limited (as consultant) entered into a consulting agreement dated January\n25, 2024 (the “**Aquacap Agreement**”), pursuant to which Mr. Aufrichtig performed the services of the Executive Chairman\nof the Board and Chief Development Officer. The Aquacap Agreement base fee was $200,000 per annum. Effective December 1, 2025, The Aquacap\nAgreement ’s base fee has been increased to $360,000 per annum for the services of Executive Chairman of the Board and Chief Executive\nOfficer.\n\n \n\nFor each completed fiscal\nyear of the Company, the Aquacap Agreement shall be eligible to receive an annual cash bonus based on a target bonus opportunity of 50%\nto 100% of the Aquacap Agreement ’s annual base fee, based on the achievement of performance metrics approved by the Compensation\nCommittee.\n\n \n\nAquacap Limited or the Company\nmay terminate the Aquacap Agreement at any time upon no less than sixty (60) days’ written notice to the other party. Additionally,\nthe Company may terminate the Aquacap Agreement at any time without prior notice, for cause, subject to a ten business day cure period\nby Aquacap Limited.\n\n \n\nThe Company may terminate\nthe Aquacap Agreement without cause, or in relation to a change of control at any time and Aquacap Limited may terminate the Aquacap Agreement\nfor good reason (as defined in the agreement), and in each such case the Company shall pay Aquacap Limited severance pay (in lieu of notice)\nequal to 12 months of Aquacap Limited’s base fee (as at the date of notice of termination) plus an additional amount equal to the\naggregate annual bonuses paid to Aquacap Limited over the preceding 12 months (from the date of notice of termination) plus a prorated\npayment on account of any annual bonus targets already met by Aquacap Limited as of the date of notice of termination for all active services\nrendered up to that date (calculated at target). Aquacap Limited shall be entitled to exercise any vested stock options until the earlier\nof 1) the option expiry date or 2) a date which is 12 months from the effective date of termination, and if so required, the Company shall\nextend the option expiry date accordingly.\n\n \n\nIn the event of termination\nby the Company for cause or by Aquacap Limited without good reason, Aquacap Limited shall not be entitled to any severance pay or any\nother payments, and none of the unvested equity incentives granted to Aquacap Limited shall vest.\n\n \n\nMr. Aufrichtig shall not\nbe entitled to any minimum termination entitlements required by the *Ontario Employment Standards Act, 2000* (“**ESA**”),\nand no minimum termination entitlements contemplated in the ESA shall apply to the Aquacap Agreement.\n\n \n\nAll equity incentives granted\nto Aquacap Limited will be subject to accelerated vesting upon a change of control, upon termination by the Company without cause, or\ndeath of Mr. Aufrichtig.\n\n** **\n\n56\n\n \n\n \n\n**Warwick Corden-Lloyd – Chief Financial Officer and Director**\n\n \n\nThe Company, its wholly-owned\nsubsidiary, Biomed II, Warwick Corden-Lloyd (as principal) and CordenLloyd Consulting (Pty) Ltd (as consultant, and an entity controlled\nby Mr. Corden-Lloyd) entered into a consulting agreement dated January 25, 2024 (the “**CordenLloyd Agreement**”), pursuant\nto which Mr. Corden-Lloyd shall perform the services of Chief Financial Officer of the Company. The CordenLloyd Agreement base fee was\n$180,000 per annum. Effective December 1, 2025, the CordenLloyd Agreement’s base fee has been increased to $264,000 per annum.\n\n \n\nFor each completed fiscal\nyear of the Company, the CordenLloyd Agreement shall be eligible to receive an annual cash bonus based on a target bonus opportunity of\n30% to 80% of the CordenLloyd Agreement ‘s annual base fee, based on the achievement of performance metrics approved by the Compensation\nCommittee.\n\n \n\nThe Company may terminate\nthe CordenLloyd Agreement without cause, or in relation to a change of control at any time and CordenLloyd Consulting (Pty) Ltd may terminate\nthe CordenLloyd Agreement for good reason (as defined in the agreement), and in each such case the Company shall pay CordenLloyd Consulting\n(Pty) Ltd severance pay (in lieu of notice) equal to 12 months of CordenLloyd Agreement ’s base fee (as at the date of notice of\ntermination) plus an additional amount equal to the aggregate annual bonuses paid to CordenLloyd Consulting (Pty) Ltd over the preceding\n12 months (from the date of notice of termination) plus a prorated payment on account of any annual bonus targets already met by CordenLloyd\nConsulting (Pty) Ltd as of the date of notice of termination for all active services rendered up to that date (calculated at target).\nCordenLloyd Consulting (Pty) Ltd shall be entitled to exercise any vested stock options until the earlier of 1) the option expiry date\nor 2) a date which is 12 months from the effective date of termination, and if so required, the Company shall extend the option expiry\ndate accordingly.\n\n \n\nIn the event of termination\nby the Company for cause or by CordenLloyd Consulting (Pty) Ltd without good reason, CordenLloyd Consulting (Pty) Ltd shall not be entitled\nto any severance pay or any other payments, and none of the unvested equity incentives granted to CordenLloyd Consulting (Pty) Ltd shall\nvest.\n\n \n\nMr. Corden-Lloyd shall\nnot be entitled to any minimum termination entitlements required by the *Ontario Employment Standards Act, 2000* (“**ESA**”),\nand no minimum termination entitlements contemplated in the ESA shall apply to the Corden-Lloyd Agreement.\n\n \n\nAll equity incentives granted\nto CordenLloyd Consulting (Pty) Ltd will be subject to accelerated vesting upon a change of control, upon termination by the Company without\ncause, or death of Mr. Corden - Lloyd.\n\n \n\nNon-Executive Directors\n- Christopher Bull (resigned December 1, 2025), Marc Balkin, Dr Seth Feuerstein (resigned February 20,\n2026), Graham Patrick and Sashank Pillay\n\n \n\nEach of Christopher Bull,\nMarc Balkin, Dr Seth Feuerstein, Graham Patrick and Sashank Pillay have entered into letters of appointment on identical terms in their\npositions as non-executive directors (“**NED**”). Each of Christopher Bull’s, Marc Balkin’s and Dr Seth Feuerstein’s respective\nappointments under this letter is for an initial term commencing January 25, 2024 until the date of the following annual general\nmeeting of the Company, unless terminated earlier by either party giving to the other one month’s prior written notice. Each\nof Graham Patrick’s and Sashank Pillay’s respective appointments under this letter is for an initial term commencing December\n1, 2025 and February 20, 2026 respectively until the date of the following annual general meeting of the Company, unless terminated\nearlier by either party giving to the other one month’s prior written notice. Each NED’s appointment is further subject\nto the Company’s articles of association, and re-election to the board by the Company’s shareholders at the first annual general\nmeeting of the Company.\n\n \n\nEach NED is compensated\nfor their services as a non-executive director in accordance with the compensation, annual bonus and long-term incentive policy adopted\nby the Board on February 2, 2024, as supplemented by the performance metrics to be approved by the Compensation Committee of the\nCompany in accordance with the Company’s rules and policies governing performance and bonus schemes (still to be adopted).\nEach of Mr. Patrick, Mr. Pillay and Dr. Feuerstein earn US$2,500 per month / US$‎30,000 per annum, Mr. Bull earned £6,250\nper month / £75,000 per annum. Mr Balkin earned US$2,500 per month / US$‎30,000 per annum until July 31, 2025 and\nthen US$16,667per month / US$‎200,000 per annum from August 1, 2025 onward. Each NED shall be entitled to an allocation of RSUs\nfor the 2026 fiscal years (as applicable) to be determined by the Compensation Committee, which shall vest in tranches.\n\n** **\n\n57\n\n \n\n \n\nCash and Equity Compensation\n\n \n\nThe Company’s Compensation\nCommittee approved the named executive officers’ compensation at its first meeting. Following the Business Combination, compensation\narrangements for the Company’s executive officers was determined based on the compensation policies, programs and procedures established\nby the Compensation Committee, which entailed: (i) for directors and executive officers (a) market related base annual salaries or fees,\n(b) annual cash bonuses based on a target percentage of such base annual salaries or fees based on the achievement of performance metrics\napproved by the Compensation Committee, (c) a sign-on award in the form of RSUs, which may be converted into Common Shares and which are\nsubject to a trading lock-up period as well as a clawback policy and (d) long-term equity awards in the form of RSUs based on a multiple\nof such base annual salaries or fees, and (ii) for non-executive directors (y) a fixed monthly fee and (z) long-term equity awards in\nthe form of RSUs based on a multiple of such fixed monthly fee.\n\n \n\nFor information regarding\nshare options granted to Psyence’s directors and executive officers, see the section entitled “— Equity Incentive Plans”\nbelow.\n\n** **\n\nIndemnification Agreements\n\n \n\nThe Company has entered\ninto indemnification agreements with each of its officers and directors. Under these agreements, the Company may agree to indemnify its\ndirectors against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a\ndirector of the Company.\n\n** **\n\nEquity Incentive Plans\n\n** **\n\nThe 2023 Equity Incentive Plan\n\n \n\nThe Company has adopted\nthe Psyence Biomedical Ltd. 2023 Equity Incentive Plan (as amended by the Board on June 28, 2024 and November 12, 2024, and\nrectified by the Board on June 17, 2025 and May 4, 2026), which is referred to herein as the “Incentive Plan.” The following\nis a summary of the material features of the Incentive Plan.\n\n* *\n\nPurpose\n\n \n\nThe purpose of the Incentive\nPlan is to enhance the ability of the Company to attract, retain, and motivate persons who make (or are expected to make) important contributions\nto the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities that\nare intended to motivate high levels of performance and align the interests of directors, employees, and consultants with those of the\nCompany’s shareholders.\n\n* *\n\nEligibility\n\n \n\nPersons eligible to participate\nin the Incentive Plan are employees, non-employee directors, and consultants of the Company and its subsidiaries as selected from time\nto time by the plan administrator in its discretion, including prospective employees, non-employee directors and consultants. Any awards\ngranted to such a prospect before the individual’s start date may not become vested or exercisable, and no shares may be issued\nto such individual, before the date the individual first commences performance of services with the Company or its subsidiaries. As of\nthe date of this report, approximately 11 individuals are eligible to participate in the Incentive Plan, which includes approximately\n2 officers, 3 non-employee directors, and 6 consultants.\n\n* *\n\nAdministration\n\n \n\nThe Incentive Plan will\nbe administered by the Board, the Compensation Committee of the Board, or such other similar committee pursuant to the terms of the Incentive\nPlan. The plan administrator, which initially will be the Compensation Committee of the Board, will have full power to select, from among\nthe individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants,\nand to determine the specific terms and conditions of each award, subject to the provisions of the Incentive Plan. The plan administrator\nmay delegate to one or more officers of the Company, the authority to grant awards to individuals who are not subject to the reporting\nand other provisions of Section 16 of the Exchange Act.\n\n* *\n\n58\n\n \n\n \n\nShare Reserve\n\n \n\nThe number of the Common\nShares that may be issued under the Incentive Plan is equal to 15% of the aggregate number of the Common Shares issued and outstanding\nimmediately after the Closing (calculated on a fully-diluted basis), or 538 Common Shares. On November 12, 2024, shareholders approved\nthe increase of the number of Common Shares reserved for issuance under the Plan to 2,182. All of the shares initially available under\nthe Incentive Plan may be issued upon the exercise of equity incentives.\n\n \n\nThe number of shares\navailable for issuance under the Incentive Plan also will include an automatic annual increase, or the evergreen feature, on the first\nday of each calendar year, beginning January 1, 2025 and continuing until (and including) January 1, 2034, to a number equal\nto 15% of the issued and outstanding number of shares of the Company calculated as of December 31st of the calendar year immediately preceding\nthe date of such increase, or a lesser number of shares as determined by the Board. Shares issuable under the Incentive Plan may be authorized,\nbut unissued, or reacquired the Common Shares. The total number of shares available currently under the plan is 153,318.\n\n \n\nShares underlying any\nawards under the Incentive Plan that are forfeited, cancelled, held back upon exercise of a share option or settlement of an award to\ncover the exercise price or tax withholding satisfied without the issuance of the Common Shares or otherwise terminated (other than by\nexercise) will be added back to the shares available for issuance under the Incentive Plan and, to the extent permitted under Section\n422 of the Code and the Treasury Regulations promulgated thereunder, the shares that may be issued as incentive stock options.\n\n* *\n\nTypes of Awards\n\n \n\nThe Incentive Plan provides\nfor the grant of share options, share appreciation rights, restricted shares, restricted share units, and other stock-based awards (collectively,\n“awards”). Unless otherwise set forth in an individual award agreement, each award shall vest over a three (3) year period,\nwith one-third (1/3) of the award vesting on the first annual anniversary of the date of grant and the remaining portion of the award\nvesting annually thereafter.\n\n \n\nShare Options. The Incentive\nPlan permits the granting of both options intended to qualify as incentive stock options under Section 422 of the Code and share\noptions that do not so qualify. Share options granted under the Incentive Plan will be nonqualified options if they fail to qualify as\nincentive stock options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees\nof the Company and its subsidiaries. Nonqualified options may be granted to any persons eligible to receive awards under the Incentive\nPlan.\n\n \n\nThe exercise price of\neach share option will be determined by the plan administrator, but such exercise price may not be less than 100% of the fair market value\nof one the Common Share on the date of grant (which shall be the volume weighted average trading price during the thirty (30) preceding days)\nor, in the case of an incentive stock option granted to a 10% or greater shareholder, 110% of such share’s fair market value. The\nterm of each share option will be fixed by the plan administrator and may not exceed ten (10) years from the date of grant (or five\n(5) years for an incentive stock option granted to a 10% or greater shareholder). The plan administrator will determine at what time\nor times each share option may be exercised, including the ability to accelerate the vesting of such share options.\n\n \n\nUpon exercise of a share\noption, the exercise price must be paid in full either in cash, check or, surrender of other the Common Shares which meet the conditions\nestablished by the plan administrator to avoid adverse accounting consequences to the Company. Subject to applicable law and approval\nof the plan administrator, the exercise price may also be made by means of a broker-assisted cashless exercise. In addition, the plan\nadministrator may permit nonqualified options to be exercised using a “net exercise” arrangement that reduces the number of\nshares issued to the optionee by the largest whole number of shares with fair market value that does not exceed the aggregate exercise\nprice.\n\n \n\n59\n\n \n\n \n\nShare Appreciation Rights.\nThe plan administrator may award share appreciation rights subject to such conditions and restrictions as it may determine. Share appreciation\nrights entitle the recipient to the Common Shares or cash, equal to the value of the appreciation in the Company’s share price over\nthe exercise price, as set by the plan administrator. The term of each share appreciation right will be fixed by the plan administrator\nand may not exceed ten years from the date of grant. The plan administrator will determine at what time or times each share appreciation\nright may be exercised, including the ability to accelerate the vesting of such share appreciation rights.\n\n \n\nRestricted Shares. A\nrestricted share award is an award of the Common Shares that vests in accordance with the terms and conditions established by the plan\nadministrator. The plan administrator will determine the persons to whom grants of restricted share awards are made, the number of restricted\nshares to be awarded, the price (if any) to be paid for the restricted shares, the time or times within which restricted share awards\nmay be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of restricted\nshare awards. Unless otherwise provided in the applicable award agreement, a participant generally will have the rights and privileges\nof a shareholder as to such restricted shares, including without limitation the right to vote such restricted shares and the right to\nreceive dividends, if applicable.\n\n \n\nRestricted Share Units.\nRestricted share units are the right to receive the Common Shares at a future date in accordance with the terms of such grant upon the\nattainment of certain conditions specified by the plan administrator. Restrictions or conditions could include, but are not limited to,\nthe attainment of performance goals, continuous service with the Company or its subsidiaries, the passage of time or other restrictions\nor conditions. The plan administrator determines the persons to whom grants of restricted share units are made, the number of restricted\nshare units to be awarded, the time or times within which awards of restricted share units may be subject to forfeiture, the vesting schedule,\nand rights to acceleration thereof, and all other terms and conditions of the restricted share unit awards. The value of the restricted\nshare units may be paid in Common Shares, cash, other securities, other property, or a combination of the foregoing, as determined by\nthe plan administrator.\n\n \n\nThe holders of restricted\nshare units will have no voting rights. Prior to settlement or forfeiture, restricted share units awarded under the Incentive Plan may,\nat the plan administrator’s discretion, provide for a right to dividend equivalents. Such right entitles the holder to be credited\nwith an amount equal to all dividends paid on one Common Share while each restricted share unit is outstanding. Dividend equivalents may\nbe converted into additional restricted share units. Settlement of dividend equivalents may be made in the form of cash, Common Shares,\nother securities, other property, or a combination of the foregoing. Prior to distribution, any dividend equivalents shall be subject\nto the same conditions and restrictions as the restricted share units to which they are payable.\n\n \n\nOther Share-Based Awards.\nOther share-based awards may be granted either alone, in addition to, or in tandem with, other awards granted under the Incentive Plan\nand/or cash awards made outside of the Incentive Plan. The plan administrator shall have authority to determine the persons to whom and\nthe time or times at which other share-based awards will be made, the amount of such other share-based awards, and all other conditions,\nincluding any dividend and/or voting rights.\n\n* *\n\nProhibition on Repricing\n\n \n\nExcept for an adjustment\npursuant to the terms of the Incentive Plan or a repricing approved by shareholders, in no case may the plan administrator (i) amend\nan outstanding share option or share appreciation right to reduce the exercise price of the award, (ii) cancel, exchange, or surrender\nan outstanding share option or share appreciation right in exchange for cash or other awards for the purpose of repricing the award, or\n(iii) cancel, exchange, or surrender an outstanding share option or share appreciation right in exchange for a share option or share\nappreciation right with an exercise price that is less than the exercise price of the original award.\n\n* *\n\nTax Withholding\n\n \n\nParticipants in the Incentive\nPlan are responsible for the payment of any federal, state, or local taxes that the Company or its subsidiaries are required by law to\nwithhold upon the exercise of share options or share appreciation rights or vesting of other awards. The plan administrator may cause\nany tax withholding obligation of the Company or its subsidiaries to be satisfied, in whole or in part, by the applicable entity withholding\nfrom the Common Shares to be issued pursuant to an award a number of shares with an aggregate fair market value that would satisfy the\nwithholding amount due. The plan administrator may also require any tax withholding obligation of the Company or its subsidiaries to be\nsatisfied, in whole or in part, by an arrangement whereby a certain number of the Common Shares issued pursuant to any award are immediately\nsold and proceeds from such sale are remitted to the Company or its subsidiaries in an amount that would satisfy the withholding amount\ndue.\n\n* *\n\n60\n\n \n\n \n\nEquitable Adjustments\n\n \n\nIn the event of a merger,\nconsolidation, recapitalization, share split, reverse share split, reorganization, split-up, spin-off, combination, repurchase or other\nchange in corporate structure affecting the Common Shares, the maximum number and kind of shares reserved for issuance or with respect\nto which awards may be granted under the Incentive Plan will be adjusted to reflect such event, and the plan administrator will make such\nadjustments as it deems appropriate and equitable in the number, kind, and exercise price of the Common Shares covered by outstanding\nawards made under the Incentive Plan.\n\n* *\n\nChange in Control\n\n \n\nIn the event of any proposed\nchange in control (as defined in the Incentive Plan), the plan administrator will take any action as it deems appropriate, which action\nmay include, without limitation, the following: (i) the continuation of any award, if the Company is the surviving corporation; (ii) the\nassumption of any award by the surviving corporation or its parent or subsidiary; (iii) the substitution by the surviving corporation\nor its parent or subsidiary of equivalent awards; (iv) accelerated vesting of the award, with all performance objectives and other\nvesting criteria deemed achieved at targeted levels, and a limited period during which to exercise the award prior to closing of the change\nin control, or (v) settlement of any award for the change in control price (less, to the extent applicable, the per share exercise\nprice). Unless determined otherwise by the plan administrator, in the event that the successor corporation refuses to assume or substitute\nfor the award, a participant shall fully vest in and have the right to exercise the award as to all the Common Shares covered by the award,\nincluding those that would not otherwise be vested or exercisable, all applicable restrictions will lapse, and all performance objectives\nand other vesting criteria will be deemed achieved at targeted levels.\n\n* *\n\nTransferability of Awards\n\n \n\nUnless determined otherwise\nby the plan administrator, an award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, except\nto a participant’s estate or legal representative, and may be exercised, during the lifetime of the participant, only by the participant.\nIf the plan administrator makes an award transferable, such award will contain such additional terms and conditions as the plan administrator\ndeems appropriate.\n\n* *\n\nTerm\n\n \n\nThe Incentive Plan became\neffective when adopted by the Board, and, unless terminated earlier, the Incentive Plan will continue in effect for a term of ten (10) years.\n\n* *\n\nAmendment and Termination\n\n \n\nThe Board may amend or\nterminate the Incentive Plan at any time. Any such termination will not affect outstanding awards. No amendment or termination of the\nIncentive Plan will materially impair the rights of any participant, unless mutually agreed otherwise between the participant and the\nCompany. Approval of the shareholders shall be required for any amendment, where required by applicable law, as well as (i) to increase\nthe number of shares available for issuance under the Incentive Plan and (ii) to change the persons or class of persons eligible\nto receive awards under the Incentive Plan. We have opted out of Nasdaq requirements to receive shareholder approval in connection with\nan amendment to the Incentive Plan.\n\n* *\n\nForm S-8\n\n \n\nOn July 23, 2025, the\nCompany filed with the SEC a registration statement on Form S-8 covering the Common Shares issuable under the Incentive Plan.\n\n* *\n\nMaterial United States Federal Income Tax\nConsiderations\n\n \n\nThe following is a general\nsummary under current law of the material U.S. federal income tax considerations related to awards and certain transactions under the\nIncentive Plan, based upon the current provisions of the Code and Treasury Regulations promulgated thereunder. This summary deals with\nthe general U.S. federal income tax principles that apply and is provided only for general information. It does not describe all U.S.\nfederal tax consequences under the Incentive Plan, nor does it describe state, local, or foreign income tax consequences or employment\ntax consequences. The rules governing the tax treatment of such awards are quite technical, so the following discussion of tax consequences\nis necessarily general in nature and is not complete. In addition, statutory provisions are subject to change, as are their interpretations,\nand their application may vary in individual circumstances. This summary is not intended as tax advice to participants, who should consult\ntheir own tax advisors.\n\n \n\n61\n\n \n\n \n\nThe Incentive Plan is\nnot qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the U.S. Employee\nRetirement Income Security Act of 1974, as amended.\n\n \n\nThe ability of the Company\nor its subsidiaries to realize the benefit of any tax deductions described below depends on generation of taxable income as well as the\nrequirement of reasonableness and the satisfaction of tax reporting obligations.\n\n \n\nIncentive Stock Options.\nNo taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option. If the Common Shares\nissued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date\nof grant and after one year from the date of exercise, then generally (i) upon sale of such shares, any amount realized in excess\nof the option exercise price (the amount paid for the shares) will be taxed to the optionee as a long- term capital gain, and any loss\nsustained will be a long-term capital loss, and (ii) neither the Company nor its subsidiaries will be entitled to any deduction for\nU.S. federal income tax purposes; provided that such incentive stock option otherwise meets all of the technical requirements of an incentive\nstock option. The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum\ntax liability for the optionee.\n\n \n\nIf the Common Shares\nacquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year and one-year holding periods\ndescribed above (a “disqualifying disposition”), generally (i) the optionee will realize ordinary income in the year\nof disposition in an amount equal to the excess (if any) of the fair market value of the Common Shares at exercise (or, if less, the amount\nrealized on a sale of such the Common Shares) over the option exercise price thereof, and (i) the Company or its subsidiaries will\nbe entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive stock option\nis paid by tendering the Common Shares.\n\n \n\nIf an incentive stock\noption is exercised at a time when it no longer qualifies for the tax treatment described above, the share option is treated as a nonqualified\noption. Generally, an incentive stock option will not be eligible for the tax treatment described above if it is exercised more than three months\nfollowing termination of employment (or one year, in the case of termination of employment by reason of disability). In the case\nof termination of employment by reason of death, the three-month rule does not apply.\n\n \n\nNonqualified Options.\nNo income is generally realized by the optionee at the time a nonqualified option is granted. Generally, (i) at exercise, ordinary\nincome is realized by the optionee in an amount equal to the difference between the option exercise price and the fair market value of\nthe Common Shares issued on the date of exercise, and the Company or its subsidiaries receive a tax deduction for the same amount, and\n(ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long- term capital\ngain or loss depending on how long the Common Shares have been held. Special rules will apply where all or a portion of the exercise\nprice of the nonqualified option is paid by tendering the Common Shares. Upon exercise, the optionee will also be subject to Social Security\ntaxes on the excess of the fair market value of the Common Shares over the exercise price of the share option.\n\n \n\nShare Appreciation Rights,\nRestricted Shares, Restricted Share Units, and Other Share-Based Awards. The current U.S. federal income tax consequences of other awards\nauthorized under the Incentive Plan generally follow certain basic patterns: (i) share appreciation rights are taxed and deductible\nin substantially the same manner as nonqualified options; (ii) nontransferable restricted shares subject to a substantial risk of\nforfeiture result in income recognition equal to the excess of the fair market value of the Common Shares over the price paid, if any,\nonly at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant through a Code\nSection 83(b) election); and (iii) restricted share units, dividend equivalents, and other share or cash based awards\nare generally subject to tax at the time of payment. the Company or its subsidiaries generally should be entitled to a U.S. federal income\ntax deduction in an amount equal to the ordinary income recognized by the participant at the time the participant recognizes such income.\n\n \n\n62\n\n \n\n \n\nThe participant’s\nbasis for the determination of gain or loss upon the subsequent disposition of the Common Shares acquired from a share appreciation right,\nrestricted share award, restricted share unit, or other share-based award will be the amount paid for such shares plus any ordinary income\nrecognized when the shares were originally delivered, and the participant’s capital gain holding period for those shares will begin\non the day after they are transferred to the participant.\n\n \n\nParachute Payments. The\nvesting of any portion of an award that is accelerated due to the occurrence of a change in control (such as a sale event) may cause all\nor a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the\nCode. Any such parachute payments may be non-deductible to either the Company or its subsidiaries, in whole or in part, and may subject\nthe recipient to a non-deductible 20% U.S. federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily\npayable).\n\n \n\nSection 409A. The foregoing\ndescription assumes that Section 409A of the Code does not apply to an award under the Incentive Plan. In general, share options\nand share appreciation rights are exempt from Section 409A if the exercise price per share is at least equal to the fair market\nvalue per share of the underlying share at the time the share option or share appreciation right was granted. Restricted share awards\nare not generally subject to Section 409A. Restricted share units are subject to Section 409A unless they are settled within\ntwo and one-half months after the end of the later of (1) the end of the Company’s fiscal year in which vesting\noccurs or (2) the end of the calendar year in which vesting occurs. If an award is subject to Section 409A and the provisions\nfor the exercise or settlement of that award do not comply with Section 409A, then the participant would be required to recognize\nordinary income whenever a portion of the award vested (regardless of whether it had been exercised or settled). This amount would also\nbe subject to a 20% U.S. federal tax and premium interest in addition to the U.S. federal income tax at the participant’s usual\nmarginal rate for ordinary income.\n\n** **\n\nC. Board Practices\n\n \n\nCorporate Governance\n\n \n\nWe have structured our corporate governance in\na manner we believe will closely align our interests with those of our shareholders. Notable features of this corporate governance include:\n\n \n\n●we\nhave a majority of independent directors on our Board, and our independent directors will meet regularly in executive sessions without\nthe presence of our corporate officers or non-independent directors;\n\n \n\n●we\nhave an audit committee that consists of three independent directors, at least one of whom qualifies as an “audit committee financial\nexpert” as defined by the SEC; and\n\n \n\n●we\nhave implemented a range of other corporate governance practices, including implementing a robust director education program.\n\n* *\n\nNumber and Terms of Office of Officers\nand Directors\n\n \n\nOur officers are appointed by the board of directors.\nOur board of directors is authorized to appoint officers as it deems appropriate. Our Board currently consists of 5 members, and pursuant\nto our Articles of Incorporation, may consist of a maximum of 10 members and a minimum of 3 members.\n\n** **\n\nIndependence of our Board of Directors\n\n \n\nThree of our five directors are independent directors\nand our Board has an independent audit committee. The Board determines which members are “independent.” The Board has determined\nthat each of Messrs. Balkin, Patrick and Pillay is “independent” as such term is defined under the Exchange Act and the\nrules of Nasdaq.\n\n** **\n\n63\n\n \n\n \n\nCommittees of the Board of Directors\n\n \n\nThe Board directs the management of our business\nand affairs and conducts its business through meetings of the Board and standing committees. The Company has audit, compensation and nominating\nand governance committees, each of which operates under a written charter.\n\n \n\nIn addition, from time to time, special committees\nmay be established under the direction of the Board when the Board deems it necessary or advisable to address specific issues. Current\ncopies of the Company’s committee charters will be posted on the Company’s website, as required by applicable SEC and Nasdaq\nrules. The information on or available through any of such website is not deemed incorporated in this Report and does not form part of\nthis Report.\n\n** **\n\nAudit Committee\n\n \n\nOur audit committee (the “**Audit Committee**”)\nconsists of Marc Balkin, Graham Patrick and Sashank Pillay. Mr. Balkin is an “audit committee financial expert” within\nthe meaning of SEC regulations. Mr. Balkin serves as the chairperson of the Audit Committee. Each member of the Audit Committee can\nread and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations,\nthe Board will examine each Audit Committee member’s scope of experience and the nature of their employment.\n\n \n\nThe Company has adopted an audit committee charter,\nwhich details the principal functions of the Audit Committee, including:\n\n \n\n●evaluating\nthe independence and performance of, and assesses the qualifications of, our independent auditor, and engages such independent auditor;\n\n \n\n●approving\nthe plan and fees for the annual audit, quarterly reviews, tax and other audit-related services, and approves in advance any non-audit\nservice to be provided by the independent auditor;\n\n \n\n●monitoring\nthe independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required\nby law;\n\n \n\n●reviewing\nthe financial statements to be included in our Annual Report on Form 20-F and Current Reports on Form 6-K and reviews with management\nand the independent auditors the results of the annual audit and reviews of our quarterly financial statements;\n\n \n\n●overseeing\nall aspects of our systems of internal accounting control and corporate governance functions on behalf of the board;\n\n \n\n●reviewing\nand approving in advance any proposed related-party transactions and report to the full Board on any approved transactions; and\n\n \n\n●providing\noversight assistance in connection with legal, ethical and risk management compliance programs established by management and our Board,\nincluding Sarbanes-Oxley Act implementation, and makes recommendations to our Board of directors regarding corporate governance issues\nand policy decisions.\n\n** **\n\nCompensation Committee\n\n \n\nOur compensation committee (the “**Compensation\nCommittee**”) consists of Marc Balkin, Graham Patrick and Sashank Pillay. The chair of the compensation committee is Graham Patrick.\n\n \n\nThe Compensation Committee is governed by a written\ncharter approved by the Board. The charter of the Compensation Committee permits the Compensation Committee to engage outside consultants\nand to consult with human resources consultants when appropriate to assist in carrying out its responsibilities. Compensation consultants\nhave not been engaged by the Company to recommend or assist in determining the amount or form of compensation for any current executive\nofficers or directors of the Company. The Compensation Committee may also obtain advice and assistance from internal or external legal,\naccounting, or other advisers selected by the Compensation Committee. Our Compensation Committee is responsible for overseeing and making\nrecommendations to our board of our directors regarding the salaries and other compensation of our executive officers and general employees\nand providing assistance and recommendations with respect to our compensation policies and practices.\n\n** **\n\nNominating and Corporate Governance Committee\n\n \n\nOur nominating and corporate governance committee\n(the “**Nominating and Corporate Governance Committee**”) consists of Marc Balkin, Graham Patrick and Sashank Pillay. The\nchair of the Nominating and Corporate Governance Committee is Marc Balkin.\n\n \n\n64\n\n \n\n \n\nThe Nominating and Corporate Governance Committee\nis governed by a written charter approved by the Board. Our Nominating and Corporate Governance Committee is responsible for identifying\nand proposing new potential director nominees to the Board for consideration and reviewing our corporate governance policies.\n\n \n\nSpecial Committee\n\n \n\nOur special committee (the\n“**Special Committee**”) consists of Marc Balkin, Graham Patrick and Sashank Pillay. The chair of the Special Committee\nis Marc Balkin.\n\n** **\n\nThe Special Committee is governed by a written\ncharter approved by the Board. Our Special Committee is responsible for addressing certain shareholder-related and governance matter tasked\nwith reviewing, considering, and responding to any concerns expressed by shareholders of the Corporation, including concerns relating\nto the Corporation’s corporate governance practices, the re-election of directors of the Corporation, and the nomination or election\nof other persons as directors of the Corporation and reviewing and considering any transactions proposed by the Corporation with related\nparties of the Corporation. The Special Committee operates in an advisory and oversight capacity and would make recommendations to the\nfull Board for consideration and determination, consistent with the Board’s fiduciary duties and applicable law.\n\n \n\nCorporate Governance Practices and Foreign Private Issuer Status\n\n \n\nThe Company is a foreign private issuer within\nthe meaning of the rules under the Exchange Act and, as such, the Company is permitted to follow the corporate governance practices\nof its home country in lieu of the corporate governance standards of Nasdaq applicable to U.S. domestic companies. For example, the Company\nis not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies\nwith securities registered under the Exchange Act, although it may elect to file certain periodic reports and financial statements with\nthe SEC on a voluntary basis on the forms used by U.S. domestic issuers. The Company is not required to comply with Regulation FD,\nwhich imposes restrictions on the selective disclosure of material information to shareholders. In addition, the Company’s\nofficers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16\nof the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of the Company’s securities.\n\n \n\nIn addition, as a “foreign private issuer”,\nthe Company is permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements. A foreign\nprivate issuer must disclose in its annual reports filed with the SEC each Nasdaq requirement with which it does not comply followed by\na description of its applicable home country practice. The Company currently intends to follow some, but not all, of the corporate governance\nrequirements of Nasdaq. With respect to the corporate governance requirements of the Company that it does follow, the Company cannot give\nassurances that it will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely\non available Nasdaq exemptions that would allow the Company to follow its home country practice. Unlike the requirements of Nasdaq, the\nCompany is not required, under the corporate governance practice and requirements in Ontario, to have its board consist of a majority\nof independent directors, nor is the Company required to have a compensation committee, a nominating or a corporate governance committee\nconsisting entirely of independent directors, or to have regularly scheduled executive sessions with only independent directors each year.\nSuch home country practices may afford less protection to holders of Common Shares.\n\n \n\nThe Company intends to rely on this “foreign\nprivate issuer exemption” with respect to the quorum requirement for shareholder meetings and with respect to Nasdaq shareholder\napproval rules. Whereas under the corporate governance rules of Nasdaq, a quorum requires the presence, in person or by proxy, of\nholders of at least 331∕3% of the total issued and outstanding voting power of our shares at each general meeting, pursuant to our\nbylaws, the quorum required for a general meeting will consist of at least two shareholders present in person or by proxy who hold or\nrepresent at least 25% of the total outstanding voting power of our shares.\n\n** **\n\n65\n\n \n\n** **\n\nLimitation on Liability and Indemnification of Officers and Directors\n\n \n\nSection 136 of the Business Corporations\nAct (Ontario) (the “**OBCA**”) governs the indemnification of directors and officers of a corporation and provides that\na corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual\nwho acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another\nentity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred\nby the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved\nbecause of that association with the corporation or other entity. A corporation shall not indemnify an individual unless the individual\nacted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of\nthe other entity for which the individual acted as a director or officer or in a similar capacity at the corporation’s request.\nIf the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, a corporation shall not indemnify\nan individual unless the individual had reasonable grounds for believing that the individual’s conduct was lawful.\n\n \n\nThe Company has entered into indemnification agreements with each director\nand officer of the Company in accordance with the provisions of the OBCA cited above, which are incorporated into such agreements. Under\nthe indemnification agreements the termination of any proceedings by any judgment, order, settlement, conviction or the entering of a\nnolle prosequi does not, by itself, create a presumption that the individual did not act honestly and in good faith and with a view to\nthe best interests of the corporation or that the individual had reasonable cause to believe that his or her conduct was unlawful. To\nthe extent permissible by law, there shall be a presumption that the individual acted honestly and in good faith and with a view to the\nbest interests of the corporation and that the individual had no reasonable cause to believe that his or her conduct was unlawful in the\nabsence of fraud unless a question of law is involved.\n\n \n\nD. Employees\n\n \n\nAs at March 31, 2026, we had 12 employees\nand consultants, of which 12 individuals provide services to the Company through consulting agreements. These employees and consultants\nare located in Canada, Australia, the US, South Africa and Mauritius.\n\n** **\n\nE. Share Ownership\n\n \n\nThe following table sets\nforth information regarding the beneficial ownership of Common Shares on the date of this report:\n\n \n\n  \nNumber of\nCompany  \nNumber of\nCompany  \n% of Company \n\n  \nCommon  \nUnvested  \nCommon \n\nName of Beneficial Owner(1) \nShares  \nRSUs  \nShares \n\nDirectors and Executive Officers \n   \n    \n      \n\nWarwick Corden-Lloyd \n 491  \n 37,492  \n  *\n\nJody Aufrichtig \n 885  \n 57,869  \n  *\n\nMarc Balkin \n 357  \n 14,713  \n  *\n\nGraham Patrick \n -  \n -  \n - \n\nSashank Pillay \n -  \n -  \n - \n\nNeil Maresky (2) \n 1,565  \n 12,357  \n  *\n\nAll Directors and Executive Officers as a group (six individuals) \n 3,298  \n 122,431  \n  *\n\n \n\nNotes:\n\n \n\n(1)Unless\notherwise noted, the business address of each of those listed in the table above is 121 Richmond Street West, Penthouse Suite 1300,\nToronto, Ontario M5H 2K1.\n\n \n\n(2)Resigned as CEO during October 2025\n\n \n\nF. Disclosure of a Registrant’s Action to Recover Erroneously\nAwarded Compensation\n\n \n\nNot applicable.\n\n** **\n\n66"}