Psyence Group Updates Amalgamation Agreement with GoldCoast Resource Corp.

#Psyence Group Inc. Revises Amalgamation Agreement with GoldCoast Resource Corp.

TORONTO, ON / ACCESS Newswire / April 23, 2026 / Psyence Group Inc. (CSE:PSYG) has announced an amendment to its amalgamation agreement with GoldCoast Resource Corp., a modification that reflects the changes in financial circumstances due to the elapsed time since the initial agreement was made. This amendment, dated April 13, 2026, aims to adjust the share consolidation formula necessary for the intended amalgamation.

#Details of the Amendment

The recent amendment modifies the share consolidation formula to determine the exchange ratio between the existing Psyence Shares and the new shares post-consolidation. Under the new formula, one new Psyence Share will be allocated for a number of pre-consolidation shares based on a calculated ratio that includes various financial variables such as cash on hand and outstanding debts.

The specifics of the formula are defined as follows: One (1) new Psyence Share is equal to (A/B) × C. Here, "A" represents the total number of currently issued Psyence Shares, while "B" is the sum of cash held by Psyence, expenses related to the transaction, a fixed sum of C$1,500,000, and the value of outstanding loans. The variable "C" pertains to the issue price of GoldCoast securities in the final private placement conducted before the transaction's closing.

#Next Steps and Conditions

Completion of this transaction remains dependent on various conditions, including the approval of Psyence shareholders and the Canadian Securities Exchange. A special meeting for shareholders has been scheduled for May 19, 2026, to discuss and vote on this transaction and other related matters.

Psyence operates primarily in the biotechnology sector, developing nature-derived psychedelic products for mental health applications. The proposed amalgamation will represent a significant transition for the company, integrating it into the mineral exploration industry led by GoldCoast Resource Corp., which specializes in eco-friendly extraction methods.

#Conclusion

The outcome of this amalgamation, however, remains uncertain, as it is subject to various financial assessments and regulatory conditions. Stakeholders are advised to monitor these developments closely, as the final share consolidation ratio will be confirmed closer to the transaction’s completion.

#Key Takeaways

Psyence Group Inc. has amended its amalgamation agreement with GoldCoast Resource Corp. to adjust the share consolidation formula.
The final consolidation ratio for Psyence Shares remains undetermined until the closing of the transaction.
The transaction requires shareholder approvals and must meet regulatory conditions set by the Canadian Securities Exchange.
A special meeting for shareholders is scheduled for May 19, 2026, to vote on the transaction and related matters.
This amalgamation will mark a significant business shift for Psyence towards mineral exploration.

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Frequently Asked Questions

The amendment updates the consolidation formula for Psyence Shares as part of the planned amalgamation, reflecting changes in the company’s financial status at the time of closing. Such adjustments are crucial to ensure equity value alignment between the two entities.

The consolidation may lead to changes in the number of shares held by existing shareholders, depending on the final consolidation ratio, which is designed to reflect the associated equity values of Psyence and GoldCoast post-amalgamation.

Completion of the transaction is contingent on shareholder approvals and compliance with regulatory requirements set by the Canadian Securities Exchange, among other customary closing conditions.

The annual and special meeting of shareholders is scheduled for May 19, 2026, where shareholders will vote on the transaction and other essential matters as outlined in the amended agreement.

Yes, potential risks include challenges in obtaining necessary shareholder and regulatory approvals, as well as market fluctuations that could influence the transaction's viability.

Psyence Group Inc. concentrates on developing nature-derived psychedelic products aimed at mental health and wellness applications, positioning itself strategically within the growing life sciences biotechnology sector.

Upon successful completion of the transaction, Psyence is expected to transition into the mineral exploration sector previously operated by GoldCoast, signifying a fundamental shift in the Company’s business model.

Detailed risk factors can be found in Psyence's latest Annual Information Form and Management's Discussion and Analysis, available on their profile at www.sedarplus.ca, providing transparency and insights into potential market challenges.