Press Release: Psyence BioMed Announces Strategic Ibogaine Investment

Dow Jones
09/23

Transactions include an investment of up to US$5 million in PsyLabs and an approximately US$9 million value-matched share exchange

Highlights

   -- The Company is actively advancing plans for a potential ibogaine clinical 
      trial in Texas for Opioid Use Disorder (OUD). 
 
   -- Texas Ibogaine Research Corporation (TIRC), a dedicated U.S. subsidiary 
      of Psyence BioMed, has been established for its planned ibogaine 
      development activities in the US. 
 
   -- Psyence BioMed has agreed to invest up to US$5 million in PsyLabs, of 
      which US$2.4 million has been committed, to support scientific 
      development and pharmaceutical-grade manufacturing capabilities relevant 
      to the planned U.S. program. 
 
   -- Psyence BioMed and PsyLabs have agreed to a value-matched share exchange 
      with a transaction value of approximately US$9 million on each side. 

NEW YORK, Sept. 23, 2026 (GLOBE NEWSWIRE) -- Psyence Biomedical Ltd. (Nasdaq: PBM) ("Psyence BioMed" or the "Company"), a biopharmaceutical company developing nature-derived neuroplastogen therapeutics, today announced that it has agreed to make a cash investment of up to US$5 million in Psyence Labs Ltd. ("PsyLabs"), together with a value-matched share exchange between the two companies. The transactions are intended to support the scientific, manufacturing and development capabilities required for Psyence BioMed's planned U.S. ibogaine program.

TIRC, registered and headquartered in Texas, has been established to provide a dedicated corporate structure through which the Company can coordinate its planned U.S. regulatory, clinical and development activities involving pharmaceutical-grade ibogaine.

The Company is currently evaluating the feasibility and design of a potential ibogaine clinical trial in Texas. Any clinical program would be subject to protocol development, regulatory review and authorization, institutional approvals, funding, site selection and other customary requirements.

Texas has emerged as an important state for publicly supported ibogaine research. Psyence BioMed believes that establishing a dedicated presence in the state positions the Company to participate in this developing research environment while building the regulatory and clinical infrastructure required for a potential U.S. development program.

Strategic Investment and Share Exchange

To support its planned development activities, Psyence BioMed has agreed to invest up to US$5 million in PsyLabs. The investment is intended to fund scientific work and the continued development of pharmaceutical-grade ibogaine manufacturing capabilities relevant to Psyence BioMed's U.S. program. Psyence BioMed has irrevocably committed to subscribe for US$2.4 million (936 PsyLabs ordinary shares at US$2,564 per share, based on a pre-money equity valuation of PsyLabs of US$54 million) under its pro rata pre-emption entitlement in PsyLabs' current financing round. The balance of up to US$2.6 million is a backstop commitment to subscribe for shares in that financing round not taken up by other PsyLabs shareholders, in up to two tranches of up to US$1.3 million each, payable upon certain milestones being achieved and other customary conditions. If the milestone tranches have not been called and completed by December 31, 2026, Psyence BioMed's obligation to fund them will lapse.

In addition to the abovementioned investment, the Company and PsyLabs have also agreed to a reciprocal share-for-share exchange, with each component valued at approximately US$9 million, subject to applicable corporate and regulatory approvals, required Nasdaq notifications and other customary closing conditions. The share exchange agreement may be terminated by any party if closing has not occurred by November 30, 2026. Under the agreed terms:

   -- Psyence BioMed will issue 1,497,500 common shares to PsyLabs, 
      representing approximately US$8.99 million in transaction value based on 
      a deemed issue price of US$6.00 per PBM share; and 
 
   -- PsyLabs will issue 3,473 ordinary shares to Psyence BioMed, representing 
      an equivalent transaction value of approximately US$8.99 million based on 
      an implied equity valuation of PsyLabs of US$60 million derived from an 
      independent third-party valuation. 

Psyence BioMed is making the cash investment, and will hold the PsyLabs shares to be issued under the share exchange, through its wholly-owned subsidiary, Psyence Biomed II Corp. The share exchange increases each company's ownership interest in the other. Immediately prior to the transactions, PsyLabs held approximately 30.22% of Psyence BioMed's issued and outstanding common shares, and Psyence BioMed held approximately 29.17% of PsyLabs' issued and outstanding shares. Immediately following completion of the share exchange and the committed portion of the cash investment, PsyLabs will hold approximately 49.89% of Psyence BioMed's issued and outstanding common shares, and Psyence BioMed will hold approximately 41.13% of PsyLabs' issued and outstanding shares. The cash investment and the share exchange are related-party transactions. Psyence BioMed believes the transactions will more closely align its clinical and regulatory development activities with PsyLabs' pharmaceutical-grade manufacturing and supply capabilities.

"Access to pharmaceutical-grade ibogaine is fundamental to the U.S. program we are planning," said Jody Aufrichtig, Chief Executive Officer of Psyence BioMed and TIRC. "Our investment in PsyLabs, together with the share exchange, is intended to align Psyence BioMed more closely with the manufacturing and supply capabilities we believe a regulated clinical program will require, while TIRC provides the dedicated U.S. structure through which we intend to advance that program. Our objective is to advance this program responsibly, supported by rigorous clinical research and pharmaceutical-grade manufacturing."

"TIRC is intended to bring greater coordination to the regulatory, clinical and operational components of our planned U.S. program," said Dr. John Thorne, Project Lead of TIRC. "We are now evaluating the requirements for a potential clinical trial, including the development plan, regulatory pathway, manufacturing documentation and necessary clinical capabilities."

"PsyLabs has invested significant time and expertise in developing a controlled supply and manufacturing platform for pharmaceutical grade ibogaine," said Tony Budden, Chief Executive Officer of PsyLabs. "This investment is intended to allow us to further develop that capability in support of Psyence BioMed's planned U.S. program and the quality requirements associated with regulated clinical research."

TIRC will initially draw upon Psyence BioMed's existing legal, administrative and financial resources, with corporate oversight that includes Chief Financial Officer Warwick Corden-Lloyd and the Company's in-house legal function.

ABOUT PSYENCE BIOMED

Psyence Biomedical Ltd. (Nasdaq: PBM) is a Nasdaq-listed company with its subsidiary, Texas Ibogaine Research Corporation, headquartered in Texas. It is one of the few multi-asset, vertically integrated biopharmaceutical companies specializing in neuroplastogen-based therapeutics and the manufacture of pharmaceutical-grade drug candidates. It is the first life sciences biotechnology company focused on developing nature-derived, non-synthetic psilocybin and ibogaine-based neuroplastogen medicine to be listed on Nasdaq. The Company is dedicated to addressing unmet mental health needs and is committed to an evidence-based approach to developing safe, effective and FDA-approved nature-derived neuroplastogen treatments across a range of mental health disorders.

ABOUT PSYLABS

PsyLabs is a neuroplastogen active pharmaceutical ingredient development company, federally licensed in its operating jurisdiction to cultivate, extract and export psilocybin mushrooms and other neuroplastogen compounds, including psilocybin, psilocin, mescaline, ibogaine and dimethyltryptamine, to lawful medical and research markets. PsyLabs operates from an ISO 22000 and GMP-compliant facility, with a focus on natural compound purification, regulatory support and global distribution. www.psylabs.life

CONTACTS

Psyence Biomedical Ltd. -- ir@psyencebiomed.com -- media@psyencebiomed.com -- info@psyencebiomed.com -- +1 416-477-1708

Investor contact: Michael Kydd, Investor Relations Advisor -- michael@psyencebiomed.com

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements within the meaning of applicable securities laws, including the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the proposed share exchange and the proposed US$5 million cash investment by Psyence BioMed into PsyLabs and their anticipated terms, pricing, timing, completion and effects; the application of the proceeds of that investment; the resulting shareholdings of Psyence BioMed and PsyLabs in one another; the formation, capitalization, funding and intended role of TIRC; the Company's ability to secure pharmaceutical-grade drug substance and the regulatory documentation required to support a United States program; the evaluation, funding, design, timing and conduct of any clinical trial in Texas; the Company's ability to obtain and maintain required registrations, permits, quotas and licenses; its ability to participate in federal or state ibogaine programs; and its expected role in future research, development and commercialization activities relating to ibogaine. Such statements may be identified by words including will, expects, intends, plans, anticipates, believes, estimates and similar expressions.

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