PsyBio Therapeutics Corp. — Proxy Solicitation & Information Statement 2021

Jan 8, 2021

LEO ACQUISITIONS CORP.

45 Sheppard Ave. East, Suite 703 Toronto, Ontario M2N 5W9

JANUARY 8, 2021

SUPPLEMENT TO MANAGEMENT INFORMATION CIRCULAR (THE “SUPPLEMENT”) DATED DECEMBER 14, 2020 (THE “INFORMATION CIRCULAR”) AND FILED ON SEDAR ON DECEMBER 23, 2020 WITH RESPECT TO THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF LEO ACQUISITIONS CORP. (THE "CORPORATION") TO BE HELD ON JANUARY 13, 2021 (THE "MEETING").

AMENDMENT TO INFORMATION CIRCULAR

All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Information Circular.

This Supplement amends the: (i) Legacy Plan Resolution to add an additional matter within such resolution to be voted upon at the Meeting; and (ii) Continuance Resolution to add an additional matter within such resolution to be voted upon at the Meeting.

Amendment to the Legacy Plan Resolution

In order to align the Corporation's issued and outstanding stock options (the " Options ") with the ascribed price per share of $0.21 in the Corporation's Qualifying Transaction with PsyBio Therapeutics, Inc., the Corporation and the policies of the TSXV require that the Corporation receives disinterested shareholder approval to change the current exercise price per Option from $0.33 per Common Share to $0.21 per Common Share, or $0.35 per Common Share after taking into account the Consolidation of the Common Shares at a Consolidation ratio of 1.6667:1.

As set out below, all issued and outstanding Options are held by directors of the Corporation (the “ Optionholders ”).

Holder	Number	Current	Proposed	Number of	Proposed	Expiry Date
	of	Exercise	Amended	Options post-	Amended
	Options	Price	Exercise	Consolidation*	Exercise Price
			Price		post-
					Consolidation*
Gerry	53,528	$0.33	$0.21	32,116	$0.35	March 5, 2023
Goldberg	80,545	$0.33	$0.21	48,326	$0.35	February 17,
						2021
Warren	50,000	$0.33	$0.21	29,999	$0.35	March 5, 2023
Goldberg	44,166	$0.33	$0.21	26,499	$0.35	February 17,
						2021
Richard	25,000	$0.33	$0.21	15,000	$0.35	March 5, 2023
Brown	36,424	$0.33	$0.21	21,854	$0.35	February 17,
						2021

MichaelNewman	25,000	$0.33	$0.21	15,000	$0.35	March 5, 2023
	21,848	$0.33	$0.21	13,109	$0.35	February 17,2021
PhilDroznika	25,000	$0.33	$0.21	15,000	$0.35	March 5, 2023
	18,212	$0.33	$0.21	10,927	$0.35	February 17,2021
RongCatherineLu	25,000	$0.33	$0.21	15,000	$0.35	March 5, 2023
	18,212	$0.33	$0.21	10,927	$0.35	February 17,2021

• Assumes a Consolidation ratio for the Common Shares of 1.6667:1

In the event that the Qualifying Transaction is completed, the directors of the Corporation who are not directors of the Resulting Issuer will have a period of 12 months to exercise their Options.

In addition, the Company will also apply to the TSXV to extend the expiry date of the option grants expiring on February 17, 2021 to March 5, 2023.

The Options are expected to represent less than 1% of the issued and outstanding shares of the Resulting Issuer following the Qualifying Transaction.

Amendment to the Continuance Resolution

The Continuance Resolution asks Shareholders to approve, among other things, the reclassification of the Corporation's existing Common Shares as subordinate voting shares (the " Subordinate Voting Shares "), and the creation of a new class of shares designated as multiple voting shares (the " Multiple Voting Shares "). The Subordinate Voting Shares and the Multiple Voting Shares will have the special rights and restrictions described under the heading " Summary Share Terms " in the Information Circular.

The Multiple Voting Shares are being proposed in order to minimize the proportion of the outstanding voting securities of the Corporation that are held by "U.S. persons" for purposes of determining whether the Corporation is a "foreign private issuer" for purposes of United States securities laws. The Multiple Voting Shares will be entitled to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could be converted, and as such the Multiple Voting Shares do not necessarily hold voting rights that are superior to the holders of Subordinate Voting Shares, on an as converted to Subordinate Voting Shares basis. Notwithstanding the foregoing, at the request of the TSXV, the Corporation has been asked to obtain Majority of the Minority Approval (as defined below) for the creation of the Multiple Voting Shares pursuant to Section 5 of TSXV Policy 3.5 (the " TSXV Rule ").

Majority of the Minority Approval means the approval, at a properly constituted meeting of the holders of shares of the Corporation of a resolution to create a class or series of Multiple Voting Shares, by a majority of the votes cast by the holders of shares of the Corporation who vote at the Meeting, other than Promoters (as defined under TSXV policies), directors, officers or other Insiders (as defined under TSXV policies) of the Corporation and of any proposed recipient of Multiple Voting Shares and their Associates and Affiliates (as each are defined under TSXV policies) (the " Continuance Resolution Disinterested Shareholders ").

As stated in the Information Circular, the Continuance Resolution will be used to approve a "restricted security reorganization" pursuant to National Instrument 41-101 - General Prospectus Requirements and OSC Rule 56-501 - Restricted Shares (the " Restricted Share Rules "). The Restricted Share Rules require that a restricted security reorganization receive prior majority approval of the securityholders of the

Corporation in accordance with applicable law, excluding any votes attaching to securities held, directly or indirectly, by affiliates of the Corporation or control persons of the Corporation.

For the purposes of the Restricted Share Rules, to the knowledge of management of the Corporation, no Shareholder is an affiliate or control person of the Corporation, and therefore no Common Shares will be excluded from voting on the Continuance Resolution under the Restricted Share Rules. However, for the purposes of the TSXV Rule, the votes attaching to all Promoters, directors, officers or other Insiders of the Corporation and of any proposed recipient of Multiple Voting Shares and their Associates and Affiliates, will be excluded for the purposes of determining whether Majority of the Minority Approval is obtained for the Continuance Resolution.

It is a condition precedent to the completion of the Qualifying Transaction that the Shareholders approve the Continuance Resolution as a special resolution, and obtain the Majority of the Minority Approval for the Continuance Resolution. If the Continuance Resolution does not receive the requisite approvals, the Qualifying Transaction will not proceed, unless such condition precedent is waived by PsyBio.

WAIVER OF PROXY CUTOFF

Both the Notice of Annual and Special Meeting of Shareholders To Be Held on January 13, 2021, which was filed on SEDAR together with the Information Circular, and the Information Circular itself, disclose that the Board of Directors of the Corporation (the " Board ") has fixed 10:00 a.m. (Toronto Time) on January 11, 2021 or, if the Meeting is adjourned or postponed, 48 hours (Saturdays, Sundays and holiday excepted) prior to the time of holding the Meeting, as the time before which proxies to be used or acted upon at the Meeting are to be deposited with the Corporation’s registrar and transfer agent, Computershare Trust Company of Canada. Because of the limited amount of time between the date of this Supplement and the date of the Meeting, the Board has decided to waive this requirement and it has directed the Corporation’s registrar and transfer agent, Computershare Trust Company of Canada, to accept proxies submitted at any time prior to the commencement of the Meeting on January 13, 2021. A Shareholder that has already given a proxy may revoke it at any time prior to the commencement of the Meeting on January 13, 2021, by delivering an instrument in writing signed and delivered to either the offices of counsel to the Corporation at Computershare Investor Services Inc., Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, at any time up to and including the last business day preceding the date of the Meeting, or any postponement or adjournment thereof at which the proxy is to be used, or deposited with the chair of the Meeting on the day of the Meeting, or any postponement or adjournment thereof. The document used to revoke a proxy must be in writing and completed and signed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized or in any other manner provided by law.

APPROVAL OF THE AMENDMENT TO THE LEGACY PLAN RESOLUTION

At the Meeting, (i) Shareholders will be asked to consider and, if deemed advisable, approve an ordinary resolution set forth below ratifying and approving the Legacy Plan, which is considered a "rolling" stock option plan and reserves a maximum of 10% of the total outstanding Common Shares at the time of grant for issuance pursuant to the Legacy Plan; and (ii) in order to align the Options with the ascribed price per Common Share of $0.21 (or $0.35 on a post-Consolidation basis) in the Corporation's Qualifying Transaction with PsyBio Therapeutics, Inc., the Corporation requires that disinterested Shareholders approve, by ordinary resolution, the change in the exercise price per Option from $0.33 per Common Share to $0.21 per Common Share (or $0.35 on a post-Consolidation basis) pursuant to TSXV Policy 4.4 (collectively, the " Legacy Plan Resolution "). Any previous granted Options are governed by the Legacy Plan, and if Options granted expire or terminate for any reason without having been exercised, the unpurchased Common Shares will again be

available for issuance under the Legacy Plan. The policies of the TSXV provide that, where a company has a rolling stock option plan in place, it must seek Shareholder approval for such plan annually.

A full copy of the Legacy Plan is attached as Schedule "C" to the Information Circular and will be available for inspection at the Meeting. A summary of the Legacy Plan can also be found under " Executive Compensation – Option Plan " in the Information Circular.

Legacy Plan Resolution

In order to pass the Legacy Plan Resolution, at least a majority of the votes cast by the Shareholders present in person or represented by proxy at the Meeting, and at least a majority of the votes cast by disinterested Shareholders present at the Meeting in person or by proxy (the “ Legacy Plan Disinterested Shareholder Approval ”) must be voted in favour of the Legacy Plan Resolution. For the purposes of tallying the votes attributable to the Legacy Plan Disinterested Shareholder Approval, votes attributable to the Optionholders (the " Legacy Plan Excluded Votes "), which hold as a group (whether beneficially owned or controlled, directly or indirection), 1,113,936 of the issued and outstanding Common Shares, will be excluded.

The text of the Legacy Plan Resolution to be voted on at the Meeting by the Shareholders is set forth below:

" BE IT RESOLVED as an ordinary resolution of the shareholders of the Corporation, that:

1. the stock option plan of the Corporation in the form attached as Schedule "C" to the Circular, with such amendments thereto as may be made from time to time by the board of directors of the Corporation, without further approval of the shareholders of the Corporation, in order to conform with the policies or requirements of the TSX Venture Exchange or any other stock exchange on which the Corporation’s shares are listed at such applicable time, be and is hereby ratified and approved by the shareholders of the Corporation;

2. a reduction in the exercise price of Options from $0.33 to $0.21 (or $0.35 on a post-Consolidation basis) per Common Share be and is hereby approved; and

3. any one or more directors or officers be and are hereby authorized, upon the board of directors resolving to give effect to this resolution, to take all necessary steps and proceedings, and to execute and deliver and file any and all applications, declarations, documents and other instruments and do all such other acts and things (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to the provisions of this resolution.”

Voting on the foregoing resolution will be calculated twice. The first calculation will include all Shareholders of the Corporation in person or represented by proxy at the Meeting, and the second calculation relating to the Legacy Plan Disinterested Shareholder Approval will exclude the Legacy Plan Excluded Votes. In order to pass this resolution must be approved by both Shareholders holding 50% of the voting rights attaching to the shares entitled to vote at the Meeting and disinterested Shareholders holding 50% of the voting rights attaching to the shares entitled to vote at the Meeting, which for greater certainty excludes the Legacy Plan Excluded Votes.

Board Recommendation

The Board believes that the ratification and approval of the Legacy Plan is in the best interests of the Corporation and therefore unanimously recommends that Shareholders vote in favour of the Legacy Plan Resolution.

It is the intention of the Designated Persons, if named as proxy, to vote "FOR" the Legacy Plan Resolution unless otherwise directed.

APPROVAL OF THE AMENDMENT TO THE CONTINUANCE RESOLUTION

The text and subject matter of the Continuance Resolution contained in the Information Circular has not changed, however votes for the Continuance Resolution will be calculated twice. The first calculation will include all Shareholders of the Corporation in person or represented by proxy at the Meeting, and the second calculation will include only the Continuance Resolution Disinterested Shareholders. In order to pass the Continuance Resolution, the Continuance Resolution must be approved by both Shareholders holding 66 2/3% of the voting rights attaching to the shares entitled to vote at the Meeting and Continuance Resolution Disinterested Shareholders holding 50% of the voting rights attaching to the shares of the Continuance Resolution Disinterested Shareholders entitled to vote at the Meeting. It is currently anticipated that approximately 1,113,936 Common Shares held by Continuance Resolution Disinterested Shareholders will be excluded from voting on the Continuance Resolution.

Board Recommendation

The Board believes that approval of the Continuance Resolution is in the best interests of the Corporation and therefore unanimously recommends that Shareholders vote in favour of the Continuance Resolution.

It is the intention of the Designated Persons, if named as proxy, to vote "FOR" the Continuance Resolution unless otherwise directed.

The Board may, in its sole discretion, decide not to act on the Continuance Resolution.