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Psyence Group Inc. Share Issue/Capital Change 2025

Apr 23, 2025

43134_rns_2025-04-23_e0615929-a7b5-4edd-96d1-a3c0745b59b0.pdf

Share Issue/Capital Change

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BCA - Articles of Amendment - PSYENCE GROUP INC. - OCN:1000769991 - April 23, 2025

Ontario

Ministry of Public and Business Service Delivery

Articles of Amendment

Business Corporations Act

Corporation Name (Date of Incorporation/Amalgamation)
PSYENCE GROUP INC. (January 16, 2024)

  1. The name of the corporation is changed to:
    Not amended

  2. The number of directors or the minimum/maximum number of directors are amended as follows:
    Not amended

  3. The articles are amended as follows:

A. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. If none, enter "None":
Not amended

B. The classes and any maximum number of shares that the corporation is authorized to issue:

The articles of the Company be amended to consolidate all of the issued and outstanding common shares of the Company (each a "Common Share") on a basis of one (1) post-consolidated Common Share of the Company for every fifteen (15) pre-consolidated Common Shares of the Company (the "Consolidation") provided that in the event the Consolidation would result in a shareholder of the Company holding a fraction of a Common Share, such fraction of a Common Share will be rounded down to the next lowest whole number. In all other respects, the post-consolidated Common Shares will have the same attributes as the pre-consolidated Common Shares.

The endorsed Articles of Amendment are not complete without the Certificate of Amendment.

Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Quinlanilla W.

Director/Registrar, Ministry of Public and Business Service Delivery


BCA - Articles of Amendment - PSYENCE GROUP INC. - OCN:1000769991 - April 23, 2025

C. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors' authority with respect to any class of shares which may be issued in series. If there is only one class of shares, enter "Not Applicable":

Not amended

D. The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows. If none, enter "None":

Not amended

E. Other provisions:

Not amended

  1. The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business Corporations Act.

  2. The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the corporation on:

June 07, 2024

The articles have been properly executed by the required person(s).

The endorsed Articles of Amendment are not complete without the Certificate of Amendment.

Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

V. Quinlanilla W.

Director/Registrar, Ministry of Public and Business Service Delivery

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