An anonymous director reports

PSYENCE GROUP INC. ENTERS INTO AMALGAMATION AGREEMENT WITH GOLDCOAST RESOURCE CORP.

Further to the news release dated Aug. 22, 2025, Psyence Group Inc. has entered into a definitive amalgamation agreement dated Nov. 21, 2025, with GoldCoast Resource Corp. and Psyence Therapeutics Corp., a wholly owned subsidiary of Psyence (Psyence Subco).

The agreement formalizes the terms outlined in the previously announced letter of intent between Psyence and GoldCoast, and provides for a business combination to be completed by way of a three-cornered amalgamation under the Business Corporations Act (Ontario). Upon completion of the amalgamation, GoldCoast and Psyence Subco will amalgamate to form a wholly owned subsidiary of Psyence. The resulting entity will carry on the business of GoldCoast under a new name to be approved prior to closing.

GoldCoast's sole material asset consists of its application for a reconnaissance (exploration) licence with the Minerals Commission of Ghana. GoldCoast currently holds no granted mineral licences. Further details regarding GoldCoast's exploration licence application in Ghana and related financing are provided below under GoldCoast exploration licence application and loan.

Psyence intends to complete a share consolidation prior to closing so that the value per Psyence share after consolidation corresponds to the issue price of the GoldCoast financing. The exact consolidation ratio will be determined based on the price per security at which securities of GoldCoast are issued in the final private placement completed by GoldCoast prior to the completion of the amalgamation.

The proposed transaction will constitute a change of business of Psyence under Policy 8 (Fundamental Changes and Changes of Business) of the Canadian Securities Exchange.

Transaction summary

Under the terms of the agreement:

• Psyence will complete a name change to GoldCoast Resource Corp. (or such other name as may be approved by GoldCoast and the CSE) and a share consolidation prior to closing.
• Upon completion, GoldCoast shareholders are expected to hold approximately 90 to 95 per cent of the issued and outstanding shares of the resulting issuer (on a non-diluted basis, subject to adjustment based on the GoldCoast security price).

Completion of the amalgamation remains subject to customary conditions, including:

• Receipt of the exploration licence from the Minerals Commission of Ghana, as further described under GoldCoast exploration licence application and loan below;
• Approval by Psyence and GoldCoast shareholders;
• CSE conditional listing approval for the resulting issuer shares;
• Receipt of all required regulatory and third party consents and approvals; and
• Satisfaction of other conditions customary for transactions of this nature.

Following closing, the resulting issuer's board and management will be reconstituted as follows.

Title                                  Appointee        

Chairman and director                  Sir Sam Jonah    
President and director                 Tom Griffis      
Chief executive officer and director   Michael Nikiforuk
Chief financial officer                Winfield Ding    
Secretary                              Elia Crespo      

GoldCoast exploration licence application and loan

GoldCoast has applied for an exploration licence with the Minerals Commission of Ghana to conduct shallow-water mineral exploration off the coast of Ghana in the Atlantic Ocean. The proposed licence area covers a nearshore marine tract prospective for alluvial and marine placer gold, and is the pending principal property of GoldCoast. The licence application has been acknowledged by the minerals commission and is progressing through the standard review process.

The granting of the exploration licence is a condition precedent to the completion of the amalgamation under the terms of the definitive agreement. The transaction will not close unless and until the exploration licence has been formally issued to GoldCoast and satisfactory evidence of its grant has been provided to Psyence and the CSE in accordance with CSE Policy 8. Upon issuance, the exploration licence will provide GoldCoast with the exclusive right to conduct exploration activities within the designated coastal area of Ghana.

Pursuant to the letter of intent announced on Aug. 22, 2025, Psyence advanced a secured bridge loan of $250,000 (U.S.) to GoldCoast. The loan bears 10-per-cent per annum interest, is secured by a general security agreement over all of GoldCoast's assets, and matures on the earlier of closing of the amalgamation or March 31,2026. The loan proceeds are being used to finance the exploration licence application, for preparation of a National Instrument 43-101 technical report and for working capital. If the amalgamation does not close, the loan becomes immediately repayable, and Psyence has the option to convert the loan (including all accrued and unpaid interest) into common shares in the capital of GoldCoast at a price of 14.97 U.S. cents per share. In the event the amalgamation is completed, the principal amount of the loan will be forgiven, and the consolidation ratio will be adjusted accordingly.

Change of business and trading halt

The amalgamation constitutes a change of business under CSE Policy 8. Trading in Psyence's common shares will remain halted pending CSE review and will not resume until all CSE conditions for the COB have been satisfied and the transaction has closed. There can be no assurance that the transaction will be completed as proposed or at all.

About GoldCoast Resource Corp.

GoldCoast is a private Ontario company founded by a team of experienced mining professionals focused on environmentally responsible nearshore mineral exploration using marine dredge mining technology.

About Psyence Group Inc.

Psyence is a life science biotechnology company listed on the Canadian Securities Exchange, with a focus on natural psychedelics. Psyence works with nature-derived psilocybin products for the healing of psychological trauma and its mental health consequences in the context of palliative care.

We seek Safe Harbor.