TORONTO, ON / ACCESS Newswire / April 23, 2026 / Psyence Group Inc. (CSE:PSYG) ("Psyence" or the "Company") is pleased to announce that it has entered into an amendment dated April 13, 2026 (the "Amendment") to the previously announced amalgamation agreement dated November 21, 2025, as amended (the "Amalgamation Agreement"), among Psyence, Psyence Therapeutics Corp. ("Psyence Subco") and GoldCoast Resource Corp. ("GoldCoast"), in connection with the proposed amalgamation transaction previously announced by the Company (the "Transaction").
Under the Transaction, GoldCoast and Psyence Subco are expected to amalgamate under the Business Corporations Act (Ontario), with Psyence continuing as the resulting issuer.
Summary of Amendment
The Amendment provides for changes to the Amalgamation Agreement to account for the lapse of time, resulting in a revised formula for the proposed consolidation of the common shares of Psyence (the "Psyence Shares") to be completed in connection with the Transaction.
As amended, the consolidation ratio will be determined in accordance with the following formula:
| One (1) new Psyence Share for such number of pre-consolidation Psyence Shares as is equal to (A/B) × C, where:
A = 16,129,406, representing the number of issued and outstanding Psyence Shares;
B = the amount of cash on hand held by Psyence at the time of closing of the Transaction, plus any reasonable expenses incurred by Psyence solely in connection with the Transaction, plus C$1,500,000, plus the value of the Psyence loan outstanding at the time of closing (being, as at the date hereof, approximately US$250,000 plus accrued interest); and
C = the issue price per security of GoldCoast offered in the final private placement (or the conversion price of such GoldCoast security, if applicable) completed prior to the closing of the Transaction. |
The final consolidation ratio cannot be determined at this time as it is dependent on variables that will be determined at or prior to closing of the Transaction.
The revised formula is intended to reflect the relative equity values of Psyence and GoldCoast at closing, and the resulting consolidation ratio may vary depending on the foregoing inputs. The final consolidation ratio cannot be determined at this time as it is dependent on variables that will be determined at or prior to closing of the Transaction.
Except as expressly amended by the Amendment, the Amalgamation Agreement remains in full force and effect. Completion of the Transaction remains subject to a number of conditions, including, without limitation, shareholder approvals and Canadian Securities Exchange approval, and satisfaction or waiver of other customary closing conditions. An annual and special meeting of the shareholders of the Company has been called for Tuesday, May 19, 2026 at 9:00 a.m. (Eastern Time), to, among other things, approve the Transaction, the proposed consolidation of the Psyence Shares, and all other matters contemplated in the Amalgamation Agreement. There can be no assurance that the Transaction will be completed as proposed or at all.
About GoldCoast Resource Corp.
GoldCoast Resource Corp. is a private Ontario company founded by a team of experienced mining professionals focused on environmentally responsible near-shore mineral exploration using marine dredge-mining technology.
About Psyence Group Inc.
Psyence Group Inc. (CSE:PSYG) is a life science biotechnology company focused on the development of nature-derived psychedelic products for mental health and wellness applications.
Psyence is currently advancing a proposed reverse takeover transaction with GoldCoast Resource Corp., a private mineral exploration company focused on offshore gold exploration in Ghana. Upon completion of the transaction, Psyence is expected to continue as the resulting issuer and to carry on the business of GoldCoast, which will constitute a fundamental change of the Company's business, subject to receipt of all required regulatory and shareholder approvals, including approval of the Canadian Securities Exchange.
Psyence's current operations are focused on research and development initiatives involving nature-derived psilocybin products. There can be no assurance that the proposed transaction will be completed as contemplated or at all.
Contact Information
Learn more at www.psyence.com.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements within the meaning of applicable Canadian securities laws, including statements regarding the closing of the proposed Transaction, procurement of the required approvals, and satisfaction of closing conditions.
Forward-looking statements are based on management's reasonable assumptions as of the date of this release, including assumptions regarding the Company's expected cash position at closing, anticipated transaction expenses, the value of the Psyence loan to GoldCoast, and the pricing of GoldCoast's final private placement, and are subject to known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied. Such risks and factors include, but are not limited to: failure to obtain shareholder or regulatory approvals; inability to satisfy CSE listing requirements; risks relating to changes in market conditions; political or regulatory developments in Canada or Ghana; and other risks described under the heading "Risk Factors" in Psyence's most recent Annual Information Form and Management's Discussion and Analysis, available under Psyence's profile at www.sedarplus.ca.
Readers are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, the Company disclaims any intention or obligation to update or revise them, whether as a result of new information, future events or otherwise.
SOURCE: Psyence Group Inc.
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