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 PositionAs 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, 2024Net (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
-
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.
-
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 consolidationThese 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 currencyThese 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.
-
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.
-
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 |
-
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
-
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).
-
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 - $745,428 gain) was recognized on the condensed consolidated interim statements of income/(loss) and comprehensive income/(loss).
The expected volatility was based on implied volatility of the Public Warrants.
As at September 30, 2025, the derivative warrant liability was reconciled as follows:
PSYENCE BIOMEDICAL LTD. Condensed Consolidated Interim Financial Statements (unaudited)Derivative warrant liability - Public and Private Warrants
Number
Amount ($)
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
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 ExercisableJanuary 25, 2024 January 25, 2029 $6,874.13 20,762 20,762
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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.
-
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 - $90,641) cash settled share issuance costs.
-
Share capital
-
Authorized
The Company is authorized to issue an unlimited number of Common Shares, each without par value.
-
Issued and outstanding
On November 26, 2024, the Company consolidated its common shares on the basis of 75:1.
On May 5, 2025, the Company consolidated its common shares and warrants on the basis of 7.97:1.
All common shares, warrants and value per share amounts have been updated to reflect the share consolidations.
As at September 30, 2025, there were 1,872,051 (September 30, 2024 - 76,009) issued and outstanding Common Shares.
Common shares
Note
20
25
20
24
Number
Amount ($)
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
Common sharesShares 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
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.
-
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.
-
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 ExercisableAugust 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
-
Restricted Stock Units (RSUs)
RSUs 2025 2024
-
Authorized
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
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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).
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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.
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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.
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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.
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Financial instruments and financial risk management
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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)
- 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
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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.
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Financial instrument classification and fair value measurement
- 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.
