Psyence Group INC. Enters Into A Letter Of Intent To Acquire Goldcoast Resource Corp.

TORONTO, ONTARIO, August 22, 2025 - Psyence Group Inc. (CSE: PSYG) ("Psyence" or the "Company"), announces that it has entered into a letter of intent (the "LOI") to acquire all of the issued and outstanding securities and securities convertible into securities of GoldCoast Resource Corp. (the "Target" or "GoldCoast"), a corporation existing under the laws of Ontario (the "Acquisition").The Acquisition constitutes a "Change of Business" under the Canadian Securities Exchange ("CSE") policies.

GoldCoast was incorporated by a team of gold industry veterans who are engaged in environmentally responsible shallow-water mineral exploration off the south coast of Ghana in the Atlantic Ocean. This approach leverages established marine dredge-mining technology to identify, explore and develop new prospects for gold and heavy mineral exploration.

It is anticipated that the Acquisition will be completed by way of a three-corner amalgamation or similar transaction under the Business Corporations Act (Ontario), pursuant to which a wholly owned subsidiary of Psyence will amalgamate with the Target and each issued and outstanding common share of the Target will be exchanged for one common share of the resulting issuer ("Resulting Issuer Share"). Convertible securities of the Target will be exchanged on the same basis. The exchange ratio refers to post-consolidation shares of the Company, if applicable.

The Acquisition is an arm's length transaction and is subject to, among other things, the execution of a definitive agreement, completion of satisfactory due diligence by each party, receipt of all required corporate, shareholder and regulatory approvals (including CSE conditional approval for the listing of the Resulting Issuer Shares), and other customary closing conditions. Following closing, the board of directors and senior management of the Resulting Issuer will be reconstituted to include nominees of the Target.

Pursuant to the LOI, Psyence will advance a secured loan of US$250,000 to GoldCoast bearing interest at 10% per annum, maturing on the earlier of the closing of the Acquisition and December 31, 2025, and secured against all assets of GoldCoast (the "Loan"). The use of proceeds of the Loan will be for the preparation and submission of the application for the exploration license as well as the preparation of the NI 43-101 Qualified Persons report. Other than certain provisions relating to, among other things, confidentiality, exclusivity, the loan, and expense reimbursement, the LOI is non-binding.

As a result of the Change of Business, trading in the common shares of Psyence will remain halted in compliance with CSE policies and is expected to remain halted pending CSE review of the transaction and satisfaction of all CSE conditions for resumption of trading, which the Company does not expect to occur prior to closing of the Acquisition. There can be no assurance that the Acquisition will be completed as proposed or at all. The Company will provide additional updates as material information becomes available