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GoldCoast Resource Corp. completed the acquisition of Psyence Group Inc. (CNSX:PSYG) from a group of shareholders in a reverse merger transaction.
GoldCoast Resource Corp. signed a letter of intent to acquire Psyence Group Inc. (CNSX:PSYG) from a group of shareholders in a reverse merger transaction on August 20, 2025. GoldCoast Resource Corp. entered into a definitive agreement to acquire Psyence Group Inc. from a group of shareholders in a reverse merger transaction on November 21, 2025. 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 Gold Coast Resources and each issued and outstanding common share of the Gold Coast Resources will be exchanged for one common share of the resulting issuer ("Resulting Issuer Share"). Convertible securities of the Gold Coast Resources will be exchanged on the same basis. The exchange ratio refers to post-consolidation shares of Psyence Group Inc., if applicable. Pursuant to the LOI, Psyence will advance a secured loan 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 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. Psyence will complete a name change to GoldCoast Resource Corp. (or such other name as may be approved by GoldCoast and the CSE). On completion of the Transaction, the shareholders of GoldCoast are expected to own not less than 90% of the issued and outstanding Resulting Issuer Shares and Psyence Group Inc. will carry on the business of GoldCoast as a mineral exploration issuer. In connection with the Transaction, the Company proposes to change its name to "GoldCoast Resource Corp."
Following closing, the Resulting Issuer’s board and management will be reconstituted as follows: Sir Sam Jonah as Chairman & Director, Tom Griffis as President & Director, Michael Nikiforuk as Chief Executive Officer & Director, Winfield Ding as Chief Financial Officer, and Elia Crespo as Secretary.
The Acquisition is subject to execution of a definitive agreement, completion of satisfactory due diligence by each party, receipt of all required corporate, Psyence and Goldcoast board and shareholders, third party consents, CSE conditional listing approval for the Resulting Issuer Shares and regulatory approvals, private placement, Psyence shall have a minimum cash balance and other customary closing conditions. On February 24, 2026, it was announced that the shareholder meetings have been extended from January 30, 2026 to April 30, 2026 and the completion of the transaction from March 31, 2026 to May 31, 2026 and 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 CAD 400,000 to CAD 250,000. Psyence Group Inc. board recommend the transaction to its shareholder. As of May 21, 2026, the transaction has been approved by the shareholders of Psyence Group Inc. The shareholders of Psyence also approved the election of the current board of directors, consisting of Jody Aufrichtig, Alan Friedman and Warwick Corden-Lloyd, to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed if the Transaction is not completed.
Odyssey Trust Company acted as transfer agent for Psyence Group Inc. Chris Irwin of Irwin Lowy LLP acted as legal advisor for GoldCoast Resource Corp.
GoldCoast Resource Corp. completed the acquisition of Psyence Group Inc. (CNSX:PSYG) from a group of shareholders in a reverse merger transaction on July 27, 2026. Upon completion, 96.65% of the Common Shares will be held by GoldCoast Resource shareholders, while 3.35% will be held by Psyence Group Inc. shareholders.