Star Metro - Psyence Group Announces Name Change, Share Consolidation and Closing of RTO with GoldCoast Resource Corp.

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").

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+ (www.sedarplus.ca).

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. Michael Nikiforuk has been appointed Chief Executive Officer of the Company, Winfield Ding has been appointed Chief Financial Officer, Sir Sam Jonah has been appointed the Chairman of the Company and Tom Griffis has been appointed an Executive Director.

About GoldCoast Corp.

GoldCoast Resource Corp. 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 km² reconnaissance licence package that covers roughly 53% 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.

ON BEHALF OF THE BOARD OF GOLDCOAST RESOURCE CORP.

CONTACT INFORMATION
Tel: (416) 449-3996
Email: [email protected]
X: @GoldCoast_R

Institutional Outreach:
Tim Williams
Tel: (416) 953-6630
Email: [email protected]

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To register for investor updates please visit: goldcoastresource.com

CSE: GCR

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility.

FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. These forward-looking statements include, among other things, statements relating to the business plans of the Company and the listing of the Company on the CSE.

Such forward-looking statements are based on a number of assumptions of the management of the Company, including, without limitation, the Company's use of proceeds from the Transaction, and that there will be no adverse changes in applicable regulations or CSE policies that impact the Transaction.

Additionally, forward-looking information involve a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation, that the completion of the Transaction may be adversely impacted by changes in legislation, changes in CSE policies, political instability or general market conditions, risks relating to the current global trade war, the Company may require additional financing from time to time in order to continue its operations, or financing may not be available when needed or on terms and conditions acceptable to the Company.

Such forward-looking information represents the best judgment of the management of the Company based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Neither the Company nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this press release. Neither the Company nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this press release by you or any of your representatives or for omissions from the information in this press release.

Neither the CSE nor its Market Regulator accepts responsibility for the adequacy or accuracy of this news release.

SOURCE: GoldCoast Resource Corp.

View the original press release on ACCESS Newswire

A.Desjardins--SMC