Psyence Group Inc Subsidiary Psyence Biomedical Ltd. announces signing of definitive agreement for a convertible note in connection with planned business combination

TORONTO, Jan. 16, 2024 (GLOBE NEWSWIRE) -- Psyence Group Inc ("Psyence Group") (CSE:PSYG), a clinical-stage life science biotechnology company pioneering the use of nature-derived psilocybin in mental health and wellbeing, today announced that its subsidiary, Psyence Biomedical Ltd ("Pubco"), has entered into a definitive securities purchase agreement (the "Securities Purchase Agreement") providing for up to US$10 million in funding through the issuance of up to four senior secured convertible notes (the "Notes" and "Note Financing", respectively) with a US based investment firm (the "Purchaser").

The Note Financing is expected to provide Pubco approximately USD$2.5 million in funding at closing, which is expected to close immediately prior to or concurrently with the closing of the previously announced business combination with Newcourt Acquisition Corp (Nasdaq: NCAC) ("Newcourt"), a special purpose acquisition company, and Pubco (the "Business Combination"). 

"This investment is an incredibly exciting milestone for Psyence, as we make huge strides in our progress towards listing our clinical trial business on Nasdaq," said Dr Neil Maresky, the CEO of Psyence Group. "It signals a belief in the work we are doing at Psyence, allowing us to execute our strategy and further our research in palliative care."

Note Financing

Pursuant to the Securities Purchase Agreement, the Note Financing provides for the issuance of the Notes in the aggregate principal amount of up to USD$12.5 million to the Purchaser.

The Note Financing will be provided in four equal tranches (each a "Tranche") of USD$3,125,000 of principal in exchange for a total of USD$2,500,000 in aggregate proceeds (i.e. the loan amount) per Tranche. The first Tranche is expected to close immediately prior to or concurrent with the closing of the previously announced Business Combination. The second Tranche funding is conditioned upon the SEC having declared effective a resale registration statement registering for resale the shares of Pubco's common stock underlying the Note issued to the Purchaser, in connection with the first Tranche, along with certain other conditions, and may be funded, in full or in instalments, over a period of time based on the median of the daily value of the PubCo common shares ("Common Shares") over a defined period. Funding of the third and fourth Tranches are at the complete discretion of the Purchaser.