Psyence Biomedical Ltd.NASDAQ: PBM

Interim Financials – September 30 2025

· MarketScreener


Psyence Biomedical Ltd.

Unaudited Condensed Consolidated Interim Financial Statements For the three and six months ended September 30, 2025 and 2024

Expressed in United States Dollars

(USD $)

PSYENCE BIOMEDICAL LTD. Condensed Consolidated Interim Financial Statements (unaudited) Condensed Consolidated Interim Statements of Financial Position

As at September 30, 2025 and March 31, 2025

As at

As at

USD $

Note

September 30,

2025

(Unaudited)

March 31,

2025

(Audited)

ASSETS

Current assets

Cash and cash equivalents

5

7,149,985

6,135,166

Restricted cash

5

47,191

35,964

Other receivables

174,187

137,348

Prepaids

258,092

251,796

Total current assets

7,629,455

6,560,274

Non-current assets

Equipment

6

8,690

11,096

Investment in Psyence Labs Ltd

13

5,172,000

745,000

TOTAL ASSETS

12,810,145

7,316,370

LIABILITIES

Current liabilities

Accounts payable and accrued liabilities

7

644,700

394,270

Derivative warrant liabilities

9

298,368

200,096

TOTAL LIABILITIES

943,068

594,366

SHAREHOLDERS EQUITY

Share Capital

12

68,884,610

61,752,305

Accumulated Deficit

(58,439,936)

(56,447,204)

Warrant Reserve

1,065,705

1,065,705

Options Reserve

12

9,445

-

Reserves

347,253

351,198

TOTAL SHAREHOLDERS EQUITY

11,867,077

6,722,004

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

12,810,145

7,316,370

Approved on behalf of Board of Directors

"Jody Aufrichtig" "Warwick Corden-Lloyd"

Chief Executive Officer and Director Chief Financial Officer and Director

The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements



2

USD $ Note Three months ending Three months ending Six months ending Six months ending September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Expenses

Sales and marketing

48,670

273,768

154,976

320,708

Research and development

357,444

265,626

672,364

265,626

General and administrative

217,225

243,044

367,070

536,140

Professional and consulting fees

881,638

373,664

1,223,637

808,872

Loss before other items

(1,504,977)

(1,156,102)

(2,418,047)

(1,931,346)

Other items

Depreciation

6

(1,330)

(1,016)

(2,634)

(1,789)

Interest expense

(2,753)

(3,715)

(5,125)

(3,715)

Interest income

72,815

-

103,341

-

Other income

-

-

2,533

-

Foreign exchange gain/(loss)

257

1,661

(1,528)

1,786

Fair value gain on convertible note

8

-

1,585,739

-

4,437,063

Fair value (loss)/gain on warrant liability

9

(58,016)

1,678

(98,272)

745,428

Fair value loss on promissory notes

10

-

(101,708)

-

(101,708)

Fair value loss on warrant exchange

9

-

(185,064)

-

(185,064)

Fair value gain on investment in Psyence Labs Ltd

13

740,750

-

427,000

-

NET INCOME/(LOSS)

(753,254)

141,473

(1,992,732)

2,960,655

Other comprehensive income/(loss)

Foreign exchange (loss)/gain on translation

636

(99,628)

(3,945)

(101,040)

TOTAL COMPREHENSIVE INCOME/(LOSS)

(752,618)

41,845

(1,996,677)

2,859,615

Profit/(Loss) per share

- basic

(0.51)

4.07

(1.88)

102.28

- diluted

(0.51)

4.07

(1.88)

102.26

Weighted average number of - basic

1,481,527

34,722

1,059,410

28,947

outstanding shares - diluted

1,481,527

34,731

1,059,410

28,951

The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements

USD $ Note Number of shares Share capital Warrant reserve Options Reserve Reserves Deficit Total shareholders' equity (deficit)

Opening balance as at April 1, 2024

22,402

46,125,397

-

-

361,057

(57,458,994)

(10,972,540)

Issuance of shares to third party advisors 12

586

241,379

-

-

-

-

241,379

Issuance of shares for convertible note 12

19,209

4,129,524

-

-

-

-

4,129,524

Issuance of shares for ELOC, net of 11

23,830

1,721,636

-

-

-

-

1,721,636

Issuance of shares for warrant exchange 9/12

1,104

192,060

-

-

-

-

192,060

Issuance of shares for promissory notes 10

8,878

530,692

-

-

-

-

530,692

Issuance of warrants 8

-

-

42,528

-

-

-

42,528

Net profit for the period

-

-

-

-

-

2,960,655

2,960,655

Other comprehensive loss

-

-

-

-

(101,040)

-

(101,040)

Balance, September 30, 2024

76,009

52,940,688

42,528

-

260,017

(54,498,339)

(1,255,106)

Opening balance as at April 1, 2025

568,021

61,752,305

1,065,705

-

351,198

(56,447,204)

6,722,004

Issuance of shares to third party advisors 12

15,242

60,000

-

-

-

-

60,000

Issuance of shares for ELOC, net of 11/12

1,283,950

7,055,421

-

-

-

-

7,055,421

Share based compensation 16

-

-

-

26,329

-

-

26,329

Exercise of RSU's 12

4,838

16,884

-

(16,884)

-

-

-

Net loss for the period

-

-

-

-

-

(1,992,732)

(1,992,732)

Other comprehensive loss

-

-

-

-

(3,945)

-

(3,945)

Balance, September 30, 2025

1,872,051

68,884,610

1,065,705

9,445

347,253

(58,439,936)

11,867,077

issuance costs

issuance costs

The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements

Condensed Consolidated Interim Statements of Cash Flows

For the six months ended September 30, 2024 and September 30, 2023

Note Six months ending September 30, 2025 Six months ending September 30, 2024

Net (loss)/ income

Non-cash adjustment:

Fair value gain on convertible note

8

(1,992,732)

-

2,960,655

(4,437,063)

Fair value loss/(gain) on derivative warrant

9

98,272

(745,428)

Fair value loss on promissory notes

10

-

101,708

Fair value loss on warrant exchange

12

-

185,064

Fair value gain on investment in Psyence Labs Ltd

13

(427,000)

-

Third party advisors share issuance

12

60,000

241,379

Share based compensation

16

26,329

-

Depreciation

6

2,634

1,789

Foreign exchange

(3,945)

(9,969)

Changes in working capital:

Other receivables

(36,839)

(83,333)

Prepaids

(6,296)

165,965

Accounts payable and accrued liabilities

7

250,430

103,356

Cash used in operating activities

(2,029,147)

(1,515,877)

Additions to equipment

6

(228)

(6,428)

Investment in Psyence Labs Ltd

13

(4,000,000)

-

Increase in restricted cash

5

(11,227)

-

Cash used for investing activities

(4,011,455)

(6,428)

Proceeds received from convertible note

8

-

1,000,000

Net proceeds received from ELOC

11

7,055,421

1,721,636

Cash provided from financing activities

7,055,421

2,721,636

Change in cash and cash equivalents

1,014,819

1,199,331

Cash and cash equivalents, beginning of period

6,135,166

733,188

Cash and cash equivalents, end of period

7,149,985

1,932,519

The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements

  1. Nature of operations and going concern

    Psyence Biomedical Ltd. (the "Company" or "PBM"), is a life science biotechnology company traded on the Nasdaq exchange (NASDAQ: PBM) that is focused on the development of botanical (nature derived, or non-synthetic) psilocybin-based psychedelic medicines. The Company is working towards developing psychedelic therapeutics to treat mental health disorders. The Company is currently conducting research through clinical trials to evaluate the safety and effectiveness of natural psilocybin in treating adjustment disorder in patients with a cancer diagnosis in a palliative care context (the "Clinical Trials").

    The Company's registered office is at 121 Richmond Street West, PH Suite 1300, Toronto, Ontario M5H 2K1.

    On November 26, 2024, the Company consolidated its common shares and warrants on the basis of 75:1.

    On May 5, 2025, the Company consolidated its common shares and warrants on the basis of 7.97:1. All prior share capital information has been presented based on these ratios.

  2. Basis of presentation Statement of compliance

    These Condensed Consolidated Interim Financial Statements have been prepared in accordance with

    IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board ("IASB"). Accordingly, certain disclosures included in annual consolidated financial statements prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standard Board ("IFRS") have been condensed or omitted and these Unaudited Condensed Consolidated Interim Financial Statements should be read in conjunction with the Company's audited Consolidated Financial Statements for the year ended March 31, 2025 and March 31, 2024. These Unaudited Condensed Consolidated Interim Financial Statements follow the same accounting policies, estimates, and methods of application as our most recent annual consolidated financial statements.

    The Condensed Consolidated Interim Financial Statements were authorized for issue on November 20, 2025 by the directors of the Company.

    Basis of consolidation

    These Condensed Consolidated Interim Financial Statement incorporate the accounts of PBM and its subsidiaries performing Clinical Trials. A subsidiary is an entity controlled by PBM and its results are consolidated into the financial results of the Company from the effective date of control up to the effective date of loss of control.

    Control exists when an investor is exposed, or has the rights, to variable returns from the involvement with the investee and has liability to affect those returns through its power over the investee.

    The subsidiaries of PBM as at September 30, 2025 and March 31, 2025 for the purpose of these Condensed Consolidated Interim Financial Statements are as follows:

    Name of entity

    Place of incorporati

    on % ownershi

    p Accounting

    method

    Psyence Australia Pty Ltd.

    Australia

    100%

    Consolidated

    Pysence Biomed II Corp.

    Canada

    100%

    Consolidated

    Newcourt Acquisition Corp.

    Cayman Islands

    100%

    Consolidated

    Inter-company balances and transactions are eliminated upon consolidation.

    Functional and presentation currency

    These Condensed Consolidated Interim Financial Statements are presented in United States Dollars ("USD $"), which is also PBM's functional currency. The USD $ represents the currency of the

    Company's funding and is the currency of the primary economic environment in which the Company operates in, except for the Company's Australian subsidiary which has an Australian Dollar functional currency.

  3. Material accounting policies

    These Condensed Consolidated Interim Financial Statements follow the same accounting policies, estimates, and methods of application as our most recent Annual audited Consolidated Financial Statements.

    Accounting Standards Issued But Not Yet Effective

    A number of new standards, and amendments to standards and interpretations, are not yet effective for the period ended September 30, 2025, and have not been early adopted in preparing these consolidated financial statements.

    IFRS 18 Presentation and Disclosure in Financial Statements

    In April 2024, the IASB issued IFRS 18 - Presentation and Disclosure in Financial Statements which will replace IAS 1, Presentation of Financial Statements. The key new concepts introduced in IFRS 18 relate to the structure of the statement of earnings (loss), required disclosures in the financial statements for certain earnings or loss performance measures that are reported outside an entity's financial statements and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027, and also applies to comparative information. The Company is still in the process of assessing the impact of this standard on its consolidated financial statements.

    Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates and are not expected to have a significant impact on the Company's consolidated financial statements.

  4. Critical accounting estimates and judgements

    These Condensed Consolidated Interim Financial Statements follow the same accounting policies, estimates, and methods of application as our most recent Annual audited Consolidated Financial Statements .

    5. Cash, restricted cash and cash equivalents

    Cash and cash equivalents include the following amounts:

    September 30,

    2025

    March 31,

    2025

    Unrestricted cash held with chartered banks

    7,149,985

    6,135,166

    Restricted cash

    47,191

    35,964

    Total

    7,197,176

    6,171,130

    • unrestricted cash held with chartered banks and

    • the Company entered into a cash collateral agreement with a major chartered bank in Canada with regards to a credit card facility against which the Company deposited Canadian Dollars

$65,000 (March 31, 2025 - Canadian Dollars $50,000) in a guaranteed investment certificate with the bank. Amounts are presented as restricted cash on the statements of financial position.

6. Equipment

Computer equipment

Cost

Opening balance, April 1, 2024

5,727

Additions

6,428

At September 30, 2024

12,155

At March 31, 2025

15,604

Additions

228

At September 30, 2025

15,832

Accumulated Depreciation

Opening balance, April 1, 2024

(240)

Charge for the period

(1,789)

At September 30, 2024

(2,029)

At March 31, 2025

(4,508)

Charge for the period

(2,634)

At September 30, 2025

(7,142)

Carrying Value

At March 31, 2025

11,096

At September 30, 2025

8,690

  1. Accounts payable and accrued liabilities

    Accounts payable and accrued liabilities include the following amounts:

    September 30,

    2025

    March 31,

    2025

    Trade payables

    235,868

    261,937

    Accrued liabilities

    104,936

    50,481

    Provisions

    303,896

    81,852

    Total

    644,700

    394,270

  2. Convertible note liability

    On January 15, 2024, the Company and Psyence Biomed II entered into the Securities Purchase Agreement with the Investors and the NCAC Sponsor, relating to up to four senior secured convertible notes obligations under which are guaranteed by certain assets of the Company and Psyence Biomed II, issuable to the Investors at or after the Closing, as the case may be, for the aggregate principal amount of up to $12,500,000 in exchange for up to $10,000,000 in cash subscription amounts (the "Convertible Note Financing").

    The First Tranche Notes, for an aggregate of $3,125,000 principal, were delivered by the Company to the Investors on January 25, 2024, in exchange for an aggregate of $2,500,000 in financing. On the original issuance date of the First Tranche Notes, interest began accruing at 8.0% per annum based on the outstanding principal amount of the First Tranche Notes and is payable monthly in arrears in cash or in common shares of the Company. The maturity date of the First Tranche Note was January 25, 2027.

    The Second Tranche Notes, for an aggregate of $1,000,000 principal, were delivered by the Company to the Investors between May and July 2024, in exchange for an aggregate of $1,250,000 in financing. On the original issuance date of the Second Tranche Notes, interest began accruing at 8.0% per annum based on the outstanding principal amount of the Second Tranche Notes and is payable monthly in arrears in cash or in common shares of the Company at the Conversion Price. The maturity date of the First Tranche Notes is May 31, 2027.

    The Company designated the entire instrument as FVTPL.

    On August 20, 2024, the Company and the Investor entered into an addendum to the Securities Purchase Agreement (the "Addendum"). Under the provisions of the Addendum, the First and Second Trance Notes would be extinguished by the Company issuing common shares within the conversion limits detailed in the Securities Purchase Agreement.

    As a consideration to the Investor entering into the Addendum, the Company issued to the Investor 1,673 common shares valued at $523,000 based on the market price of the common shares on the date of issuance and 837 warrants to acquire common shares of the Company with a two-year expiry, exercisable at $298.88 per share. The warrants were valued at $42,528 using the Black-Scholes pricing model with the following assumptions:

    Warrant Inputs at August 20, 2024

    Share price

    $312.62

    Expected dividend yield

    Nil

    Exercise price

    298.88

    Risk-free interest rate

    3.93%

    Expected life

    2.00

    Expected volatility

    17.7%

    Expiry date

    August 20, 2026

    The fair value of shares and warrants issued pursuant to the Addendum as detailed above, was recorded in the condensed consolidated interim statements of income/(loss) and comprehensive income/(loss) as part of the fair value gain on convertible note.

    The First Tranche Note was fully converted into common shares as of September 30, 2024.

    Second Tranche Note: $1,087,790 of the $1,250,000 principal was converted by September 30, 2024, leaving an outstanding principal balance of $162,210.

    The total additions to equity on conversion were $3,606,524.

    The Company measured the fair value of the convertible loan liability before each conversion using Monte Carlo valuation model with the following main assumptions: expected dividend yield 0%, exercise price $224.22- $320.45, risk free interest rate 3.63%- 5.23%, expected life 0.1 - 2.7 years.

    The fair value of the convertible notes was estimated using a combined discounted cash flow approach and Monte Carlo simulation with the following assumptions as of September 30, 2024.

    Inputs

    Share price

    59.78

    Conversion price

    224.20

    Prepayment Amount

    130%

    Discount rate shares

    3.63%

    Discount rate cash

    17.47%

    Volatility annual

    100%

    Volatility daily

    6.30%

    Risk free annual

    3.63%

    The fair value was calculated to be $nil as of September 30, 2025 ($48,281 September 30, 2024). A fair value gain of $nil was recognized during the period end September 30, 2025 ($4,437,063, September 30, 2024).

  3. Derivative warrant liabilities

    The Company has two classes of warrant liabilities outstanding: Public Warrants and Private Warrants. As of September 30, 2025 and March 31, 2025, there were 20,762 warrants issued and outstanding, consisting of 19,808 Public Warrants and 954 Private Warrants. Each warrant is exercisable to purchase one common share at a price of $6,874.13 per share.

    During the period ended September 30, 2024, the Company entered into the Warrant Exchange Agreement. Pursuant to the Warrant Exchange Agreement, the Company issued to the Holder 1,104 Common Shares in exchange for the surrender and cancellation of 1,104 Public Warrants held by the Holder. The warrants exchange resulted in a loss of $185,064 which was recorded in the condensed consolidated interim statements of income/(loss) and comprehensive income/(loss).

    Public Warrants: The fair value of the Public Warrants is determined based on the observable market price, as they continue to be traded on the Nasdaq under the symbol "PBMWW." Changes in fair value during the periods ended September 30, 2025 and September 30, 2024, have been recognized in the condensed consolidated interim statements of income/(loss) and comprehensive income/(loss).

    Private Warrants: The Company utilizes a Black-Scholes options valuation model to value the private warrants at each reporting period, using the following main assumptions:

    Warrant Inputs at September 30, 2025

    Warrant Inputs at March 30, 2025

    Share price

    $3.20

    $4.78

    Expected dividend yield

    Nil

    Nil

    Exercise price

    $6,874.13

    $6,874.13

    Risk-free interest rate

    4.21%

    4.21%

    Expected life

    4.00

    4.00

    Expected volatility

    59.98%

    59.98%

    Expiry date

    January 25, 2029

    January 25, 2029

    At September 30, 2025 the fair value of the Public and Private Warrants was $298,368 (September 30, 2024 - $149,184) and $nil (September 30, 2024 - $nil), respectively. A fair value loss of $98,272 (September 30, 2024 - $745,428 gain) was recognized on the condensed consolidated interim statements of income/(loss) and comprehensive income/(loss).

    The expected volatility was based on implied volatility of the Public Warrants.

    As at September 30, 2025, the derivative warrant liability was reconciled as follows:

    Derivative warrant liability - Public and Private Warrants

    Number

    Amount ($)

    Opening balance April 1, 2024

    21,866

    901,608

    Warrant exchange

    (1,104)

    (6,996)

    Fair value gain

    -

    (745,428)

    Balance as at September 30, 2024

    20,762

    149,184

    Opening balance April 1, 2025

    20,762

    200,096

    Fair value loss

    -

    98,272

    Balance as at September 30, 2025

    20,762

    298,368

    PSYENCE BIOMEDICAL LTD. Condensed Consolidated Interim Financial Statements (unaudited)

    Warrant transactions and the number of warrants outstanding are summarized as follows:

    Public Warrants

    Private Warrants

    Weighted

    Weighted

    Number of

    Average

    Number of

    Average

    Warrants

    Exercise

    Warrants

    Exercise

    Price

    Price

    Balance, April 1, 2024

    20,912

    $6,874.13

    954

    $6,874.13

    Warrant exchange

    (1,104)

    $6,874.13

    -

    $6,874.13

    Balance, September 30, 2024

    and March 31, 2025

    19,808

    $6,874.13

    954

    $6,874.13

    Balance, September 30, 2025

    19,808

    $6,874.13

    954

    $6,874.13

    The following warrants were outstanding and exercisable at September 30, 2025:

    Issue Date Expiry Date Exercise Number of Number of Price Warrants Warrants Outstanding Exercisable

    January 25, 2024 January 25, 2029 $6,874.13 20,762 20,762

  4. Promissory Notes

    As at April 1, 2024, the Company had the following unsecured convertible promissory notes which bore no interest:

    • An unsecured convertible promissory note to Psyence Group Inc. (the "PGI Note"), in the principal amount of $1,460,657 which was payable on January 25, 2025. This note was convertible into shares at the option of Psyence Group Inc.

    • An unsecured convertible promissory note to the NCAC Sponsor (the "NCAC Note"), in the principal amount of $1,615,501, which was payable on January 25, 2025. This note was convertible into shares at the option of NCAC Sponsor.

      Both notes were designated at FVTPL due to the embedded conversion features, as the conversion prices were not fixed.

      As at April 1, 2024, the fair value of the PGI Note was $1,316,236 and the NCAC note was $1,474,256.

      NCAC Note: On September 30, 2024, the Company entered into Debt for Equity Exchange Agreement with NCAC Sponsor pursuant to which the Company issued 5,405 of common shares to extinguish the outstanding balance of NCAC Note, representing a conversion price of $298.88 per share.

      In accordance with the Debt for Equity Exchange Agreements, as amended, the Company had to issue additional shares to NCAC Sponsor if the Company's volume weighted average share price for the 10 days prior to November 26, 2024 was lower than $298.88 per share ("NCAC make whole payment"). The fair value of the NCAC make whole payment was measured using Monte Carlo pricing model and was estimated at $1,252,864 on September 30, 2024.

      In December 2024, the Company issued 46,870 common shares to extinguish the NCAC make whole payment.

      PGI Note: On September 30, 2024, the Company entered into Debt for Equity Exchange Agreement with PGI pursuant to which the Company issued 3,473 of common shares to extinguish $1,307,960 of PGI Note, representing a conversion price of $298.88 per share.

      On October 25, 2024, the Company entered into Debt for Equity Exchange Agreement with PGI pursuant to which the Company issued 1,414 of common shares to extinguish the remaining balance of PGI Note representing, a conversion price of $298.88 per share.

      In accordance with the Debt for Equity Exchange Agreements entered into on September 30, 2024 and October 25, 2024, as amended, the Company would need to issue additional shares to PGI if the Company's volume weighted average share price for the 10 days prior to November 26, 2024 is lower than $298.88 per share ("PGI make whole payment"). The fair value of the PGI make whole payment was measured using Monte Carlo pricing model and was estimated at $804,965 on September 30, 2024.

      In December 2024, the Company issued 42,378 common shares to extinguish the PGI make whole payment.

      Fair Value Adjustments: During the three and six months ended September 30, 2024, a total fair value gain of $101,708 (September 30, 2025 - $nil) was recognized in relation to the promissory notes and their conversions.

      The fair value of the notes was calculated using a credit adjusted market borrowing rate.

  5. ELOC

    On August 28, 2024, the Company entered into a $25 million equity line of credit (ELOC) agreement with White Lion Capital, LLC, which was declared effective by the U.S. Securities and Exchange Commission (SEC). This agreement allows the Company to sell up to $25 million in shares over a 24-month period, subject to specific conditions outlined in the Purchase Agreement.

    As part of the consideration for entering into the ELOC, the Company issued 292 common shares to White Lion as a commitment fee. These shares were accounted for as share issuance costs in the Condensed Consolidated Interim Statement of Changes in Equity.

    During the six months ended September 30, 2025 the Company issued 1,283,950 (September 30, 2024

    - 23,538) common shares for total consideration of $7,349,396 (September 30, 2024 - $1,891,030). Share issuance costs of $293,975 (September 30, 2024 - $278,141) consisted of $nil (September 30, 2024 - $187,500) ($93,750 not yet settled at September 30, 2024) share settled issuance costs and

    $293,975 (September 30, 2024 - $90,641) cash settled share issuance costs.

  6. Share capital
    1. Authorized

      The Company is authorized to issue an unlimited number of Common Shares, each without par value.

    2. Issued and outstanding

      On November 26, 2024, the Company consolidated its common shares on the basis of 75:1.

      On May 5, 2025, the Company consolidated its common shares and warrants on the basis of 7.97:1.

      All common shares, warrants and value per share amounts have been updated to reflect the share consolidations.

      As at September 30, 2025, there were 1,872,051 (September 30, 2024 - 76,009) issued and outstanding Common Shares.

      Common shares

      Note

      20

      25

      20

      24

      Number

      Amount ($)

      Number

      Amount ($)

      Opening balance April 1

      568,021

      61,752,305

      22,402

      46,125,397

      Shares issued on conversion of convertible note

      -

      -

      19,209

      4,129,524

      Shares issued for ELOC

      11

      1,283,950

      7,349,396

      23,830

      1,999,777

      Warrant exchange

      -

      -

      1,104

      192,060

      Shares issued to third party advisors

      15,242

      60,000

      586

      241,379

      Shares issued on conversion of promissory notes

      -

      -

      8,878

      530,692

      Shares issued on RSU exercise

      4,838

      16,884

      -

      -

      Share issuance costs

      -

      (293,975)

      -

      (278,141)

      Balance as at September 30

      1,872,051

      68,884,610

      76,009

      52,940,688

      Common shares

      Issuance of shares to third party advisors

      In May 2025 and in May and August 2024, the Company issued 15,242 and 586 common shares respectively to various third party advisors in exchange for professional services.

    3. Profit/loss per share

      The calculation of basic and diluted income/(loss) per share is based on the income/(loss) for the period divided by the weighted average number of shares in circulation during the period. In calculating the diluted loss per share, potentially dilutive shares such as warrants have been included.

    4. Warrant Reserve

      As at September 30, 2025, there were 261,188 (March 31, 2025 - 261,188) issued and outstanding Warrants.

      The following warrants were outstanding and exercisable at September 30, 2025:

      Issue Date Expiry Date Exercise Number of Number of Price Warrants Warrants Outstanding Exercisable

      August 20, 2024

      August 20, 2026

      $298.88

      837

      837

      December 24, 2024

      December 24, 2029

      $15.94

      125,471

      125,471

      December 24, 2024

      December 24, 2026

      $15.94

      125,471

      125,471

      December 24, 2024

      December 24, 2029

      $19.93

      9,409

      9,409

    5. Restricted Stock Units (RSUs)

      RSUs 2025 2024

Number

Opening balance April 1

-

-

RSU's granted

12,713

-

Exercised

(4,838)

-

Balance as at September 30,

7,875

-

On April 17, 2025, the Company issued 12,713 RSUs to directors, consultants and an employee which are exercisable into common shares of the Company at no additional cost and are to vest as follows:

  • 4,838 exercisable on April 17, 2025

  • 3,932 exercisable on April 17, 2026

  • 3,943 exercisable on April 1, 2027

  1. Psyence Labs Ltd. Investment

    During the year ended March 31, 2025, the Company acquired 1,000 shares in Psyence Labs Ltd. (PsyLabs) in exchange for shares in the Company. PsyLabs is a private company headquartered in the

    British Virgin Islands. PsyLabs is focused on the production of psychedelic active pharmaceutical ingredients and extracts.

    On April 15, 2025 the Company acquired an additional 250 shares in Psyence Labs Ltd for total consideration of $500,000 in cash.

    On August 15, 2025 the Company acquired an additional 1,750 shares in Psyence Labs Ltd for total consideration of $3,500,000 in cash.

    As at September 30, 2024, the Company held 17% of the outstanding shares in Psyence Labs Ltd.

    Fair Value Assessment

    As at September 30, 2025, the Company determined the fair value of its investment in PsyLabs to be

    $5,172,000, based on a recent arm's length subscription transaction by a third-party investor at $1,724 (March 31, 2025 - $745) per PsyLabs share. This price was considered to represent a Level 2 input under the fair value hierarchy in accordance with IFRS 13 - Fair Value Measurement, as it reflects observable market-based pricing for an identical equity instrument in an active negotiation with a market participant. The fair value hierarchy measurement was unchanged from March 31, 2025.

    As a result, the Company recognized an unrealized fair value gain of $427,000 in the condensed consolidated statement of profit or loss and other comprehensive income for the period ended September 30, 2025, in accordance with IFRS 9 - Financial Instruments, as the investment is classified as a financial asset measured at fair value through profit or loss (FVTPL).

  2. Capital management

    The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern to pursue the development of natural health business, to maintain a flexible capital structure which optimizes the cost of capital at an acceptable risk level.

    The Company manages its capital structure and adjusts it considering changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may obtain additional funding from equity financing, issue new debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents on hand.

    To facilitate the management of its capital requirements, the Company prepares annual budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors.

    Management considers its approach to capital management to be appropriate given the relative size of the Company. There were no changes in the Company's approach to capital management during the period.

  3. Transactions with related parties

    All related party transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. All amounts either due from or due to related parties other than specifically disclosed are non-interest bearing, unsecured and have no fixed terms of repayments. The Company incurred the following transactions with related parties during the periods ended September 30, 2025 and September 30, 2024:

    Compensation to key management personnel

    Key management personnel are those people who have authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company's executive officers and Board of Directors.

    Key Management September 30, September 30,

    Personnel 2024 2023

    Short term benefits

    469,346

    448,016

    Share based compensation

    22,996

    -

    Total

    492,342

    448,016

    Short term benefits consist of consulting fees, director's fees, payroll and other benefits paid to key management personnel. This is included in the professional and consulting fees and general and administrative line items in the condensed consolidated interim statements of net loss and comprehensive loss.

  4. Share based compensation

    During the period ended September 30, 2025, $26,329 (September 30, 2024 - $nil ) was recognised for options and restricted stock units ("RSU's") granted by the Company under professional and consulting fees expenses and general and administrative expenses on the condensed consolidated interim statements of net loss and comprehensive loss.

  5. Financial instruments and financial risk management
    1. Financial instrument classification and fair value measurement

      Financial instruments that are recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements.

      The fair value of hierarchy has the following levels:

      • Level 1 - quoted prices in active markets for identical financial instruments.

      • Level 2 - quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in the markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

      • Level 3 - valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

        The table below presents the carrying value of the Company's financial instruments:

        Level 1

        Level 2

        Level 3

        Total

        Investment in Psyence Labs Ltd

        -

        2,235,000

        -

        2,235,000

        Derivative warrant liabilities - public warrants

        298,368

        -

        -

        298,368

        Balance, September 30, 2025

        298,368

        2,235,000

        -

        2,533,368

        Level 1

        Level 2

        Level 3

        Total

        Investment in Psyence Labs Ltd

        -

        745,000

        -

        745,000

        Derivative warrant liabilities - public warrants

        200,096

        -

        -

        200,096

        Balance, March 31, 2025

        200,096

        745,000

        -

        945,096

        There were no transfers in and out of level 3 during the period.

        Condensed Consolidated Interim Financial Statements (unaudited)

    2. Risk management

    In the normal course of business, the Company is exposed to a variety of financial risks: credit risk, liquidity risk, foreign exchange risk and interest rate risk. These financial risks are subject to normal credit standards, financial controls, risk management as well as monitoring. The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework.

    Credit risk

    Credit risk arises from cash and cash equivalents held with banks. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses on financial assets. The Company minimizes the credit risk of cash and cash equivalents by depositing with only reputable financial institutions.

    Liquidity risk

    Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.

    The Company manages liquidity risk through an ongoing review of future commitments and cash balances available. Historically, the Company's main source of funding has been through investments from its parent. The Company's access to financing is uncertain. There can be no assurance of continued access to significant equity or debt funding.

    The following table set forth the maturity of the contractual obligations as at September 30, 2025 and after

    Carrying Amount

    Contractual Cash Flows

    Less than 1 year

    Between 1

    and 3 years

    Accounts payable & accrued liabilities

    644,700

    644,700

    644,700

    -

    Total contractual obligations

    644,700

    644,700

    644,700

    -

    Interest rate risk

    Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has no significant interest-bearing assets or liabilities and therefore its income and operating cash flows are substantially independent of changes in market interest rates.

    Foreign exchange risk

    Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency.

    As at September 30, 2025, a 10% fluctuation in foreign exchange rates would result in a $11,524 impact to net loss and comprehensive loss.

  6. Subsequent Events

Subsequent to period end, the Company has received gross proceeds of $57,500 for the issuance of 20,000 common shares in relation to the ELOC.

On October 1, 2025, the Company issued 60,820 RSUs to directors, consultants and an employee. Of this grant 49,393 RSUs were issued to related parties.