Psyence Group Inc. Enters into Amalgamation Agreement with Goldcoast Resource Corp.

Executive Summary

• Psyence Group Inc. entered into a definitive three‑cornered amalgamation agreement with GoldCoast Resource Corp. and its subsidiary Psyence Therapeutics Corp., outlining a business combination that will make GoldCoast a wholly owned subsidiary of Psyence.
• Upon completion, GoldCoast shareholders are expected to own approximately 90 %–95 % of the resulting issuer, while Psyence will conduct a share consolidation to align post‑closing share values with the GoldCoast financing price.
• The transaction is subject to customary conditions, including receipt of a Ghana exploration licence, shareholder approvals, CSE conditional listing approval, and satisfaction of regulatory consents; trading in Psyence shares remains halted pending CSE review.

Key Details

• Agreement Date: November 21 2025 (definitive amalgamation agreement).
• Structure: Three‑cornered amalgamation under the Ontario Business Corporations Act; GoldCoast and Psyence Subco will merge into a wholly owned subsidiary of Psyence, which will be renamed GoldCoast Resource Corp. (or another approved name).
• Ownership Post‑Closing: GoldCoast shareholders projected to hold ~90 %–95 % of the issued & outstanding shares of the resulting issuer on a non‑diluted basis (subject to adjustment based on GoldCoast security price).
• Share Consolidation: Psyence will complete a share consolidation prior to closing; the exact ratio will be set based on the price per security at which GoldCoast securities are issued in its final private placement.
• Change of Business (COB): The amalgamation triggers a COB under CSE Policy 8; trading of Psyence common shares is halted pending CSE approval and will resume only after all conditions are satisfied.
• Conditions to Closing:
• Receipt of the Ghana exploration licence for GoldCoast’s near‑shore marine placer gold project.
• Approval by shareholders of both companies.
• Conditional listing approval from the CSE for the resulting issuer’s shares.
• All required regulatory and third‑party consents.
• Management & Board Post‑Closing:
• Chairman & Director – Sir Sam Jonah
• President & Director – Tom Griffis
• CEO & Director – Michael Nikiforuk
• CFO – Winfield Ding
• Secretary – Elia Crespo
• GoldCoast Exploration Licence Application and Loan:
• GoldCoast has applied for a shallow‑water exploration licence with the Minerals Commission of Ghana covering a marine tract prospective for alluvial and marine placer gold. The application is acknowledged and under review.
• Psyence advanced a secured bridge loan of US $250,000 to GoldCoast (10 % annual interest, secured by a general security agreement). Matures at earlier of amalgamation closing or March 31 2026.
• Loan use: fund licence application, NI 43‑101 technical report preparation, and working capital.
• If the amalgamation does not close, the loan is immediately repayable; Psyence may convert the loan (plus accrued interest) into GoldCoast common shares at US $0.1497 per share. If the amalgamation closes, the principal will be forgiven and the consolidation ratio adjusted accordingly.

Notable Quotes

No direct quotes were provided in the release.