Psyence Group Inc. — Governance Information 2021

Jan 26, 2021

PSYENCE GROUP INC. BY-LAW No. 2A by-law to amend By-Law No. 1 of PSYENCE GROUP INC. (the “ Corporation ”)

Be it enacted as a by-law of the Corporation as follows:

1. Section 4.08 of By-Law No. 1 is deleted in its entirety and the following enacted in place thereof:

   • “The board shall not transact business at a meeting, other than filling a vacancy in the board, unless at least 25 per cent of the directors of the Corporation, or such lesser number as may be permitted by the Act, shall be resident Canadians, but where the Corporation has less than four directors, at least one director shall be a resident Canadian.”

2. All other provisions of the Corporation’s current By-Law No. 1 remain in full force and effect and unamended.

DATED the 17[th] day of January, 2021.

“signed” “signed”

BLANCHART ARUN

CHRIS CARMICHAEL

“signed”

“signed”

STEVEN LOW

RYAN ROEBUCK

15700901.3