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: |
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.
