Toronto, Ontario – February 24, 2026 – Psyence Group Inc. (CSE: PSYG) (“Psyence” or the “Company“) announces that it has entered into an amending agreement (the “Amending Agreement“) dated February 24, 2026 with GoldCoast Resource Corp. (“GoldCoast“) and Psyence Therapeutics Corp., a wholly owned subsidiary of Psyence (“Psyence Subco“), to amend the definitive amalgamation agreement dated November 21, 2025 (the “Amalgamation Agreement”), as previously announced by the Company on November 24, 2025.
The Amending Agreement provides for certain amendments to the Amalgamation Agreement in connection with the proposed three-cornered amalgamation under the Business Corporations Act (Ontario) (the “Amalgamation“), including: (i) an extension of the long-stop date for the holding of required shareholder meetings from January 30, 2026 to April 30, 2026; (ii) an extension of the outside date for completion of the Amalgamation (the “Closing Date“) from March 31, 2026 to May 31, 2026; (iii) a corresponding extension of the termination date under the Amalgamation Agreement from March 31, 2026 to May 31, 2026; and (iv) a reduction of the minimum cash condition applicable to Psyence at closing from C$400,000 to C$250,000.
The Amending Agreement was entered into to provide the parties with additional time to satisfy the remaining conditions precedent to closing, including receipt of required shareholder and regulatory approvals.
Except as expressly amended by the Amending Agreement, all other terms and conditions of the Amalgamation Agreement remain unchanged and in full force and effect.
The proposed transaction continues to constitute a “Change of Business” under Policy 8 – Fundamental Changes and Changes of Business of the Canadian Securities Exchange (the “CSE”). Trading in the Company’s common shares will remain halted pending satisfaction of CSE requirements and completion of the Amalgamation. There can be no assurance that the transaction will be completed as proposed or at all.
