Psyched Wellness Ltd. — Capital/Financing Update 2021

Jan 29, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Psyched Wellness Ltd. (the “ Company ”) 2905 - 77 King Street West Toronto, Ontario M5K 1A2

Item 2: Date of Material Change

January 21, 2021 and January 22, 2021.

Item 3: News Release

News releases were issued and disseminated on January 21, 2021, and January 22, 2021, respectively, and filed on SEDAR at www.sedar.com.

Item 4: Summary of Material Change

On January 21, 2020, the Company announced that it had entered into a bought deal private placement (the “ Bought Deal ”) of units of the Company (the “ Units ”) for aggregate gross proceeds of C$3,007,000, subject to the Over-Allotment Option (as hereinafter defined).

On January 22, 2020, the Company announced that it had upsized the Bought Deal for aggregate gross proceeds of C$5,502,500, subject to the Over-Allotment Option.

Item 5.1: Full Description of Material Change

On January 21, 2020, the Company entered into an agreement with Canaccord Genuity Corp. (the “ Lead Underwriter ”), on behalf of a syndicate of underwriters (collectively the “ Underwriters ”), pursuant to which the Underwriters have agreed to purchase 9,700,000 Units at a price of C$0.31 per Unit (the “ Issue Price ”), for aggregate gross proceeds of C$3,007,000. Each Unit will consist of one common share of the Company (a “ Common Share ”) and one Common Share purchase warrant (a “ Warrant ”). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of C$0.43 for a period of thirty-six months from the closing date, subject to a Warrant acceleration right exercisable by the Company, if, at any time following the date that is four months and one day from the closing date, the daily volume weighted average trading price of the Common Shares on the Canadian Securities Exchange is greater than C$0.70 for the preceding five consecutive trading days.

On January 22, 2020, the Company announced that it has agreed to increase the size of the Bought Deal and instead purchase 17,750,000 Units at the Issue price for aggregate gross proceeds of C$5,502,500 (the “ Offering ”).

The Company has granted the Underwriters an option (the “ Over-Allotment Option ”) to purchase up to an additional 3,550,000 Units at the Issue Price, exercisable at any time, for a period of thirty days after and including the closing date, which would result in additional gross proceeds of C$1,100,500.

The Underwriters are to be paid a commission payable in cash or Units equal to 7% of the gross proceeds of the Offering and to receive Unit purchase warrants of the Company (the “ Underwriters’ Warrants ”) equal to 7% of the number of Units sold under the Offering. with each Underwriters’ Warrant being exercisable to acquire one Unit at the Issue Price for a period of thirty-six months from the closing of the Offering.

The use of proceed of the Offering will be used to fully fund the pre-clinical trials of the Company’s Amanita Muscaria extract, AME-1 and to continue the Company’s scientific research of AME-1 and its potential benefits for people suffering from serious mental and physical health issues and for general corporate purposes.

Item 5.2 – Disclosure for Restructuring Transactions

Not Applicable.

Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102 (Confidentiality)

Not applicable.

Item 7: Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8: Executive Officer

For additional information with respect to this material change, the following person may be contacted:

Jeffrey Stevens Chief Executive Officer Psyched Wellness Ltd. Tel: 647-400-8494 Email: jstevens@psyched-wellness.com Website: http://www.psyched-wellness.com

Item 9: Date of Report

January 29, 2021.