Psyence enters into amending agreement with GoldCoast Resource

Dredging

Psyence Group Inc. has entered into an amending agreement dated February 24, 2026 with GoldCoast Resource Corp. and Psyence Therapeutics Corp., a wholly owned subsidiary of Psyence, to amend the definitive amalgamation agreement dated November 21, 2025, as previously announced by the Company on November 24, 2025.

photo courteys of Psyence Group

GoldCoast Resource Corp. is a private Ontario company founded by a team of mining professionals focused on environmentally responsible near-shore mineral exploration using marine dredge-mining technology.

The Amending Agreement provides for certain amendments to the Amalgamation Agreement in connection with the proposed three-cornered amalgamation under the Business Corporations Act, including:

  • an extension of the long-stop date for the holding of required shareholder meetings from January 30, 2026 to April 30, 2026;
  • an extension of the outside date for completion of the Amalgamation from March 31, 2026 to May 31, 2026;
  • a corresponding extension of the termination date under the Amalgamation Agreement from March 31, 2026 to May 31, 2026; and
  • a reduction of the minimum cash condition applicable to Psyence at closing from C$400,000 to C$250,000.

The proposed transaction continues to constitute a “Change of Business” under Policy 8 – Fundamental Changes and Changes of Business of the Canadian Securities Exchange.