TORONTO, ON / ACCESS Newswire / July 28, 2026 / GoldCoast Resource Corp. (formerly, Psyence Group Inc.) (CSE:PSYG) (the “Company”) is pleased to announce that it has completed its previously announced amalgamation effective July 27, 2026 pursuant to an amalgamation agreement dated November 21, 2025, as amended (the “Amalgamation Agreement”) with GoldCoast Resource Corp. (the “Target”) and Psyence Therapeutics Corp. (“Subco”), a wholly owned subsidiary of the Company. Pursuant to the Amalgamation Agreement the Company has, by way of a three-cornered amalgamation, acquired all of the issued and outstanding securities of the Target, subject to the terms and conditions of the Amalgamation Agreement (the “Transaction”).
In accordance with the terms of the Amalgamation Agreement, the Target amalgamated with Subco pursuant to the provisions of the Business Corporations Act (Ontario). The amalgamated entity continued as one corporation and remains a wholly-owned subsidiary of the Company following the closing of the Transaction. The Target shareholders exchanged their common shares of the Target (“GoldCoast Shares”) for common shares of the Company (the “Common Shares”) automatically and without the need to provide any letter of transmittal, based on an exchange ratio equal to one Common Shares for each one GoldCoast Share (the “Exchange Ratio”) which resulted in, upon completion of the Transaction, 3.35% of the Common Shares being held by shareholders of the Company and 96.65% of the Common Shares being held by the Target shareholders.
The Transaction constitutes a “fundamental change” pursuant to Policy 8 – Fundamental Changes and Changes of Business of the Canadian Securities Exchange (the “CSE”). Immediately following the closing of the Transaction (the “Closing”), the Company changed its name from “Psyence Group Inc.” to “GoldCoast Resource Corp.” (the “Name Change”) and completed a consolidation (the “Consolidation”) on the basis of every 6.9565 pre-consolidation Common Shares being consolidated into one (1) post-consolidation Common Share. The new CUSIP number for the post-consolidation Common Shares is 38077K103 and the new ISIN is CA38077K1030.
The exercise or conversion price and the number of Common Shares issuable under any of the Company’s outstanding stock options will be proportionately adjusted to reflect the Consolidation in accordance with the respective terms thereof. No fractional Common Shares will be issued pursuant to the Consolidation and any fractional shares that would have otherwise been issued will be converted into whole Common Shares without par value of the Company, such that fractional Common Shares will be rounded down to the nearest whole number.
Letters of transmittal with respect to the Consolidation will be mailed to registered shareholders of the Company. All registered shareholders with physical certificates will be required to send their respective share certificates representing pre-Consolidation Common Shares, along with a properly executed letter of transmittal, to the Company’s registrar and transfer agent, Odyssey Trust Company, in accordance with the instructions provided in the letter of transmittal. Shareholders who hold their Common Shares through a broker, investment dealer, bank or trust company or other intermediary should contact that nominee or intermediary for assistance in depositing their Common Shares in connection with the Consolidation.
Certain Common Shares are subject to the escrow policies of the CSE and applicable securities laws and will be released incrementally over multiple periods from the date of listing on the CSE, all as further described in the Form 2A – Listing Statement (the “Listing Statement”).
