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Psyence Group Inc. — M&A Activity 2025
Dec 4, 2025
43134_rns_2025-12-04_1dbbef93-17fb-476d-8f77-a702a0345a76.pdf
M&A Activity
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Form51-102F3
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1
Name and Address of Company
Psyence Group Inc. (“the Company”)
121 Richmond Street West
Penthouse Suite, 1300,
Toronto ON M5H 2K1, Canada
Item 2
Date of Material Change
November 24, 2025
Item 3
News Release
A news release dated November 24, 2025 was distributed and subsequently filed on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
Item 4
Summary of Material Change
On November 24, 2025 the Company announced that it had entered into a definitive amalgamation agreement dated November 21, 2025 with GoldCoast Resource Corp. and Psyence Therapeutics Corp., a wholly owned subsidiary of Psyence.
Item 5
Full Description of Material Change
5.1
Full Description of Material Change
See attached press release for details.
5.2
Disclosure for Restructuring Transactions
On November 21, 2025, Psyence Group Inc. (“Psyence” or the “Company”) entered into a definitive amalgamation agreement with GoldCoast Resource Corp. (“GoldCoast”) and Psyence Therapeutics Corp. (“Psyence Subco”), a wholly owned subsidiary of the Company, providing for a proposed three-cornered amalgamation under the Business Corporations Act (Ontario) (the “Amalgamation”). The signing of the Amalgamation Agreement represents a material change for the Company and constitutes a business combination and restructuring transaction for purposes of Form 51-102F3.
Under the terms of the proposed Amalgamation, GoldCoast and Psyence Subco will amalgamate to form a wholly owned subsidiary of Psyence, and Psyence will effect a name change and share consolidation prior to closing. Following completion of the Amalgamation, it is expected that former GoldCoast shareholders will hold approximately 90% to 95% of the issued and outstanding common shares of the resulting issuer (on a non-diluted basis), subject to adjustment based on the price of securities issued pursuant to GoldCoast’s final private placement.
The Amalgamation remains subject to a number of customary closing conditions, including:
Form51-102F3
(a) receipt of an exploration licence from the Minerals Commission of Ghana in favour of GoldCoast,
(b) approval of Psyence and GoldCoast shareholders,
(c) conditional approval of the Canadian Securities Exchange for the listing of the resulting issuer's shares,
(d) regulatory and third-party approvals, and
(e) satisfaction of other conditions described in the Amalgamation Agreement.
The transaction has not closed, and there can be no assurance that the Amalgamation will be completed as proposed or at all.
GoldCoast's sole material asset consists of its pending application for a reconnaissance (exploration) licence in Ghana. Pursuant to an earlier letter of intent, Psyence advanced a US$250,000 secured bridge loan to GoldCoast, which will be forgiven if the Amalgamation is completed, and is otherwise repayable or convertible in accordance with the loan terms.
At this stage, no corporate reorganization steps contemplated by the Amalgamation Agreement have been implemented other than the execution of the definitive agreement itself. Additional disclosure required under Item 5.2, including financial statement disclosure for the resulting issuer, will be provided in the Company's management information circular in connection with the Psyence shareholder meeting and in any subsequent material change reports, as applicable.
Item 6 Reliance on Subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Further information relating to this Material Change Report may be obtained from:
Adri Botha, CFO
Telephone: +1 416-477-1708
Email: [email protected]
Item 9 Date of Report
November 24, 2025
PSYENCE GROUP INC. ENTERS INTO AMALGAMATION AGREEMENT WITH GOLDCOAST RESOURCE CORP.
TORONTO, ONTARIO, November 24, 2025 – Psyence Group Inc. (CSE: PSYG) ("Psyence" or the "Company") is pleased to announce that, further to its news release dated August 22, 2025, it has entered into a definitive amalgamation agreement (the "Agreement") dated November 21, 2025 with GoldCoast Resource Corp. ("GoldCoast") and Psyence Therapeutics Corp., a wholly owned subsidiary of Psyence ("Psyence Subco").
The Agreement formalizes the terms outlined in the previously announced letter of intent between Psyence and GoldCoast and provides for a business combination to be completed by way of a three-cornered amalgamation under the Business Corporations Act (Ontario) (the "Amalgamation"). Upon completion of the Amalgamation, GoldCoast and Psyence Subco will amalgamate to form a wholly owned subsidiary of Psyence. The resulting entity, which will carry on the business of GoldCoast under a new name to be approved prior to closing (the "Resulting Issuer").
GoldCoast's sole material asset consists of its application for a reconnaissance (exploration) licence with the Minerals Commission of Ghana. GoldCoast currently holds no granted mineral licences. Further details regarding GoldCoast's exploration licence application in Ghana and related financing are provided below under "GoldCoast Exploration Licence Application and Loan".
Psyence intends to complete a share consolidation (the "Consolidation") prior to closing so that the value per Psyence share after consolidation corresponds to the issue price of the GoldCoast financing. The exact consolidation ratio (the "Consolidation Ratio") will be determined based on the price per security (the "GoldCoast Security Price") at which securities of GoldCoast are issued in the final private placement completed by GoldCoast prior to the completion of the Amalgamation.
The proposed transaction will constitute a "Change of Business" ("COB") of Psyence under Policy 8 – Fundamental Changes and Changes of Business of the Canadian Securities Exchange ("CSE").
Transaction Summary
Under the terms of the Agreement:
- Psyence will complete a name change to GoldCoast Resource Corp. (or such other name as may be approved by GoldCoast and the CSE) and a share consolidation prior to closing; and
- Upon completion, GoldCoast shareholders are expected to hold approximately 90 to 95% of the issued and outstanding shares of the Resulting Issuer (on a non-diluted basis, subject to adjustment based on the GoldCoast Security Price).
Completion of the Amalgamation remains subject to customary conditions, including:
- Receipt of the exploration licence from the Minerals Commission of Ghana, as further described under "GoldCoast Exploration Licence Application and Loan" below;
- Approval by Psyence and GoldCoast shareholders;
- CSE conditional listing approval for the Resulting Issuer Shares;
- Receipt of all required regulatory and third-party consents and approvals; and
- Satisfaction of other conditions customary for transactions of this nature.
Following closing, the Resulting Issuer's board and management will be reconstituted as follows:
| Title | Appointee |
|---|---|
| Chairman & Director | Sir Sam Jonah |
| President & Director | Tom Griffis |
| Chief Executive Officer & Director | Michael Nikiforuk |
| Chief Financial Officer | Winfield Ding |
| Secretary | Elia Crespo |
GoldCoast Exploration Licence Application and Loan
GoldCoast has applied for an exploration licence (the "Exploration Licence") with the Minerals Commission of Ghana to conduct shallow-water mineral exploration off the coast of Ghana in the Atlantic Ocean. The proposed licence area covers a nearshore marine tract prospective for alluvial and marine placer gold and is the pending principal property of GoldCoast. The licence application has been acknowledged by the Minerals Commission and is progressing through the standard review process.
The granting of the Exploration Licence is a condition precedent to the completion of the Amalgamation under the terms of the definitive agreement. The transaction will not close unless and until the Exploration Licence has been formally issued to GoldCoast and satisfactory evidence of its grant has been provided to Psyence and the CSE in accordance with CSE Policy 8. Upon issuance, the Exploration Licence will provide GoldCoast with the exclusive right to conduct exploration activities within the designated coastal area of Ghana.
Pursuant to the letter of intent announced on August 22, 2025, Psyence advanced a secured bridge loan (the "Loan") of US$250,000 to GoldCoast. The Loan bears 10% per annum interest, is secured by a general security agreement over all of GoldCoast's assets and matures on the earlier of closing of the Amalgamation or March 31, 2026. The Loan proceeds are being used to fund the exploration-licence application, preparation of an NI 43-101 technical report and working capital. If the Amalgamation does not close, the Loan becomes immediately repayable, and Psyence has the option to convert the Loan (including all accrued and unpaid interest) into common shares in the capital of GoldCoast at a price of US$0.1497 per share. In the event the Amalgamation is completed, the principal amount of the Loan will be forgiven and the Consolidation Ratio will be adjusted accordingly.
Change of Business and Trading Halt
The Amalgamation constitutes a Change of Business under CSE Policy 8. Trading in Psyence's common shares will remain halted pending CSE review and will not resume until all CSE conditions for the COB have been satisfied and the transaction has closed. 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 is a life science biotechnology company listed on the Canadian Securities Exchange (CSE: PSYG), with a focus on natural psychedelics. Psyence works with nature-derived psilocybin products for the healing of psychological trauma and its mental health consequences in the context of palliative care.
Contact Information
Learn more at www.psyence.com
Email: [email protected]
Media Inquiries: [email protected]
General Information: [email protected]
Phone: +1 416-477-1708
This news release is not for distribution to U.S. newswire services and does not constitute an offer of securities for sale in the United States.
FORWARD LOOKING STATEMENTS:
This news release contains forward-looking statements within the meaning of applicable Canadian securities laws, which reflect the Company's current expectations and projections regarding future events or results. Forward-looking statements include, but are not limited to, statements regarding the completion and terms of the Amalgamation, required approvals, the anticipated management and board composition of the Resulting Issuer, CSE conditional listing approval, and the future business prospects of the Resulting Issuer.
Forward-looking statements are based on management's reasonable assumptions as of the date of this release and are subject to known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied. Such risks and factors include, but are not limited to: failure to obtain shareholder or regulatory approvals; inability to satisfy CSE listing requirements; risks relating to changes in market conditions; political or regulatory developments in Canada or Ghana; and other risks described under the heading "Risk Factors" in Psyence's most recent Annual Information Form and Management's Discussion and Analysis, available under Psyence's profile at www.sedarplus.ca.
Readers are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, the Company disclaims any intention or obligation to update or revise them, whether as a result of new information, future events or otherwise.