Psyence Group Inc. ("
Psyence Group" or the
"
Company") (CSE: PSYG), announces that the Company
will be consolidating all of its issued and outstanding share
capital (the "
Common Shares") on the basis of
every fifteen (15) old Common Shares into one (1) new Common Share
(the "
Share Consolidation"), effective April 23,
2025 with a record date of April 23, 2025 (the "
Record
Date").
As a result of the Share Consolidation, the
issued and outstanding Common Shares will be reduced to
approximately 9,387,695 on the effective date of April 23, 2025. No
fractional shares will be issued as a result of the Share
Consolidation. All fractions of Common Shares will be rounded down
to the next lowest whole number. No cash consideration will be paid
in respect of fractional shares. The exercise or conversion price
and the number of Common Shares issuable under any of the Company’s
outstanding convertible securities will be proportionately adjusted
upon the Share Consolidation.
The Share Consolidation is subject to completion
of appropriate regulatory filings with the Canadian Securities
Exchange (the "CSE"). The Common Shares are
expected to begin trading on a post-Share Consolidation basis on
the Canadian Securities Exchange when markets open on April 23,
2025. The Company’s new CUSIP number will be 74449Q205 and the new
ISIN number will be CA74449Q2053. The Company's name and trading
symbol "PSYG" will remain unchanged.
Registered shareholders, holding shares in
certificate form, as of record as at the Record Date will receive a
letter of transmittal as soon as practicable following the Record
Date providing instructions for the exchange of their new Common
Share certificates representing Common Shares on a post-Share
Consolidation basis. Registered shareholders, holding shares
in DRS/book form, as of record as at the Record Date will not
receive a letter of transmittal and will automatically, as soon as
practicable following the Record Date, receive their new Common
Share DRS representing Common Shares on a post-Share Consolidation
basis. Shareholders who hold their Common Shares through a
broker or other intermediary and do not have Common Shares
registered in their own name will not be required to complete a
letter of transmittal.
The Company received approval from its
shareholders for the Share Consolidation at its Annual General and
Special Meeting that took place on June 7, 2024. Pursuant to the
Business Corporations Act (Ontario), the Board of Directors of the
Company approved the Share Consolidation on April 16, 2025.
The Company believes that Share Consolidation
will position the Company with greater flexibility for the
development of its business and the growth of the Company.
On behalf of the Board of Directors of the
Company,
PSYENCE GROUP INC
"Jody Aufrichtig"
Jody Aufrichtig, CEO
About Psyence Group and Psyence BioMed (Psyence Group's
NASDAQ-Listed Associate):
Psyence Group is a life science biotechnology
company listed on the Canadian Securities Exchange (CSE: PSYG),
with a focus on natural psychedelics. Psyence BioMed is the world’s
first life science biotechnology company traded on the Nasdaq
(NASDAQ: PBM) that is focused on the development of botanical
(nature derived, or non-synthetic) psilocybin-based psychedelic
medicines, and works with natural psilocybin products for the
healing of psychological trauma and its mental health consequences
in the context of palliative care. Our name "Psyence" combines the
words psychedelic and science to affirm our commitment to producing
psychedelic medicines developed through evidence-based
research.
Informed by nature and guided by science,
Psyence Group works to develop advanced natural psilocybin products
for clinical research and development.
Learn more at www.psyence.com.
Learn more at www.psyencebiomed.com and on
LinkedIn.
Contact Information for Psyence GroupEmail:
ir@psyence.comMedia Inquiries: media@psyence.com General
Information: info@psyence.com Phone: +1 416-477-1708
Contact Information for Psyence BioMedEmail:
ir@psyencebiomed.comMedia Inquiries: media@psyencebiomed.com
General Information: info@psyencebiomed.com Phone: +1
416-477-1708
Investor Contact:Michael KyddInvestor Relations
Advisor michael@psyencebiomed.com
Forward Looking Statements
This communication contains "forward-looking
statements" within the meaning of applicable securities
legislation. Such statements include, but are not limited to,
statements about expectations and intentions with respect to future
operations, products and services; and other statements identified
by words such as "will likely result," "are expected to," "will
continue," "is anticipated," "estimated," "believe," "intend,"
"plan," "projection," "outlook" or words of similar meaning.
Forward-looking statements in this communication
include statements regarding the implementation of the Share
Consolidation. These forward-looking statements are based on a
number of assumptions, including the assumption that the necessary
regulatory approval will be received to action the Share
Consolidation and that there will not be any delays in the
implementation of the Share Consolidation.
There are numerous risks and uncertainties that
may cause actual results or performance to be materially different
from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, among others:
(i) delays in the implementation of the Share Consolidation (ii)
the ability of Psyence Group to maintain the listing of its common
shares and warrants on the CSE; and (v) volatility in the price of
the securities of Psyence Group due to a variety of factors,
including changes in the competitive and highly regulated
industries in which Psyence Group operates, variations in
performance across competitors, changes in laws and regulations
affecting Psyence Group’s business and changes in Psyence Group’s
capital structure. The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other
risks and uncertainties described in the "Risk Factors" section of
the of the Company’s management discussion and analysis filed on
sedarplus.com, as well as Psyence BioMed’s final prospectus (File
No. 333-284444) filed with the Securities and Exchange Commission
(the "SEC") on January 24, 2025 and other
documents filed by Psyence BioMed from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Actual results and future events could differ materially from those
anticipated in such information. Nothing in this communication
should be regarded as a representation by any person that the
forward-looking statements set forth herein will be achieved or
that any of the contemplated results of such forward-looking
statements will be achieved. You should not place undue reliance on
forward-looking statements, which speak only as of the date they
are made. Except as required by law, neither Psyence Group nor
Psyence BioMed intends to update these forward-looking
statements.
The Company makes no medical, treatment or
health benefit claims about the Company’s proposed products. The
U.S. Food and Drug Administration, Health Canada or other similar
regulatory authorities have not evaluated claims regarding
psilocybin, psilocybin analogues, or other psychedelic compounds or
nutraceutical products. The efficacy of such products has not been
confirmed by approved research. There is no assurance that the use
of psilocybin, psilocybin analogues, or other psychedelic compounds
or nutraceuticals can diagnose, treat, cure or prevent any disease
or condition. Vigorous scientific research and clinical trials are
needed. The Company has not conducted clinical trials for the use
of its proposed products. Any references to quality, consistency,
efficacy, and safety of potential products do not imply that the
Company verified such in clinical trials or that the Company will
complete such trials. If the Company cannot obtain the approvals or
research necessary to commercialize its business, it may have a
material adverse effect on the Company’s performance and
operations.
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