PsyBio Therapeutics Corp. — Proxy Solicitation & Information Statement 2022

Jun 27, 2022

Trader’s Bank Building, 702, 67 Yonge St., Toronto, ON M5E 1J8

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PsyBio Therapeutics Corp. (formerly Leo Acquisitions Corp.)

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Form of Proxy – Annual and Special Meeting to be held on August 11, 2022

Appointment of Proxyholder

I/We being the undersigned shareholder(s) of PsyBio Therapeutics Corp. (formerly Leo Acquisitions Corp.) (the “ Corporation ”) hereby appoint Ross Carmel, Chief Legal Officer, or failing this person, Noah Davis, Chief Financial Officer (the “ Management Nominees ”)

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of Shareholders of the Corporation to be held virtually at https://web.lumiagm.com/273866425 (Meeting ID: 273-866-425) at 11:00 a.m. (Toronto time) on August 11, 2022 or at any adjournment thereof.

1. Election of Directors. ForWithhold ForWithhold ForWithhold a. Evan M. Levine b. Noah Davis c. Ross Carmel d. Nitin Kaushal e. Bob Oliver	1. Election of Directors. ForWithhold ForWithhold ForWithhold a. Evan M. Levine b. Noah Davis c. Ross Carmel d. Nitin Kaushal e. Bob Oliver	1. Election of Directors. ForWithhold ForWithhold ForWithhold a. Evan M. Levine b. Noah Davis c. Ross Carmel d. Nitin Kaushal e. Bob Oliver	1. Election of Directors. ForWithhold ForWithhold ForWithhold a. Evan M. Levine b. Noah Davis c. Ross Carmel d. Nitin Kaushal e. Bob Oliver	1. Election of Directors. ForWithhold ForWithhold ForWithhold a. Evan M. Levine b. Noah Davis c. Ross Carmel d. Nitin Kaushal e. Bob Oliver	1. Election of Directors. ForWithhold ForWithhold ForWithhold a. Evan M. Levine b. Noah Davis c. Ross Carmel d. Nitin Kaushal e. Bob Oliver	1. Election of Directors. ForWithhold ForWithhold ForWithhold a. Evan M. Levine b. Noah Davis c. Ross Carmel d. Nitin Kaushal e. Bob Oliver
2. Appointment of Auditor.To appoint MNP LLP, Chartered Professional Accountants, as auditor of the Corporation for the ensuing year and to authorize ForWithhold
the directors of the Corporation to fix the remuneration of the auditor.
3. Consolidation Resolution.To consider and, if thought advisable, to pass, with or without variation, a special resolution, the full text of which is included in the accompanying management information circular of the Corporation dated June 17, 2022 (the “Circular”), authorizing certain amendments to the authorized and issued share capital of the Corporation to, among other things, consolidate of all of the issued and outstanding shares on the basis of a consolidation ratio to be approved by the board of directors of the Corporation in accordance with the Corporation’s articles, provided that the consolidation ratio will be no greater than one post-consolidation share for every 70 pre-consolidation shares. ForAgainst
4. Quorum Amendment Resolution.To consider and, if thought advisable, to pass, with or without variation, an ordinary resolution, the full text of which is included in the accompanying Circular, authorizing certain amendments to the articles of the Corporation to, among other things, increase the quorum for the transaction of business at a meeting of Shareholders from two persons who are or who represent by proxy, Shareholders holding at least 5% of the issued shares entitled to be voted at the meeting to two persons who are or who represent by proxy, Shareholders holding at least 33 1/3% of the issued shares entitled to be voted at the meeting. ForAgainst
5. Amended Share Provisions Resolution.To consider and, if thought advisable, to pass, with or without variation, special resolutions, the full text of which is included in the accompanying Circular, authorizing certain amendments to the articles of the Corporation to, among other things, remove certain restrictions relating to the conversion of Multiple Voting Shares to Subordinate Voting Shares. ForAgainst
6. Articles Amendment Resolution.To consider and, if thought advisable, to pass, with or without variation, a special resolution, the full text of which is included in the accompanying Circular, authorizing certain amendments to the articles of the Corporation to, among other things, subject to there no longer being any Multiple Voting Shares issued and outstanding, remove Multiple Voting Shares from the authorized capital of the Corporation and reclassify the Subordinate Voting Shares as common shares. ForAgainst
7. Approval of Stock Option Plan.To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution, ratifying and approving the Corporation’s stock option plan, substantially in the form attached as Schedule “D” to the Circular, with such amendments as the board of directors may authorize and approve from time to time or as may be required by a regulatory authority. ForAgainst
Authorized Signature(s) – This section must be completed for your instructions to be executed. I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above,this Proxy will be voted as recommended by Management.	Signature(s):	Date / / MM / DD / YY

Interim Financial Statements – Check the box to the right if you would like to receive Interim Financial Statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

Annual Financial Statements – Check the box to the right if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.

This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 11:00 a.m. (Toronto time) on Tuesday, August 9, 2022 or if the Meeting is adjourned, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for any reconvened meeting at which the proxy is to be used.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual and Special Meeting. Each holder may appoint a proxy holder other than any of the Management Nominees to attend and act on the holder’s behalf at the meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.

2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name appears on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Annual and Special Meeting or other matters that may properly come before the meeting.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

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To Vote Your Proxy Online please visit:

https://login.odysseytrust.com/pxlogin

You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy.

To Virtually Attend the Meeting:

Shareholder Address and Control Number Here

You can attend the meeting virtually by visiting https://web.lumiagm.com/#/273866425 and entering the meeting ID 273-866-425. For further information on the virtual meeting and how to attend it, please view the Circular. The password to join the meeting is “psybio2022” (case sensitive).

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.