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Psyence Group closes RTO, changes name

2026-07-28 19:18 ET - News Release

Mr. Tim Williams reports

PSYENCE GROUP ANNOUNCES NAME CHANGE, SHARE CONSOLIDATION AND CLOSING OF RTO WITH GOLDCOAST RESOURCE CORP.

Psyence Group Inc. has completed its previously announced amalgamation effective July 27, 2026, pursuant to an amalgamation agreement dated Nov. 21, 2025, as amended, 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.

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 for common shares of the company automatically and without the need to provide any letter of transmittal, based on an exchange ratio equal to one common shares for each GoldCoast share, which resulted in, upon completion of the transaction, 3.35 per cent of the common shares being held by shareholders of the company and 96.65 per cent 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. Immediately following the closing of the transaction, the company changed its name from Psyence Group to GoldCoast Resource Corp. and completed a consolidation on the basis of every 6.9565 preconsolidation common shares being consolidated into one postconsolidation common share. The new Cusip number for the postconsolidation common shares is 38077K 10 3 and the new ISIN is CA 38077K 10 3 0.

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 preconsolidation 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.

For further information regarding the transaction, readers are encouraged to review the listing statement prepared by the company in support of the transaction, a copy of which will be available under the company's profile on SEDAR+.

Board of directors and management

Concurrently with closing, the board of directors of the company was reconstituted to consist of Sir Sam Jonah, Michael Nikiforuk, Tom Griffis and Bobby Banson. Mr. Nikiforuk has been appointed chief executive officer of the company, Winfield Ding has been appointed chief financial officer, Sir Jonah has been appointed the chairman of the company and Mr. Griffis has been appointed an executive director.

About GoldCoast Resource Corp. (formerly Psyence Group Inc.)

GoldCoast Resource is a Canadian mineral exploration company focused on discovering and developing offshore gold resources along Ghana's continental shelf. The company holds a district-scale 10,000-square-kilometre reconnaissance licence package that covers roughly 53 per cent of Ghana's offshore coastline -- representing the only place on earth -- where three major rivers, carrying gold-rich bedload, eroded from world-class gold belts, over interglacial periods, converge on a shallow continental shelf.

We seek Safe Harbor.

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