Psyence enters definitive merger deal with GoldCoast

Executive Summary

• Psyence Group Inc. has entered into a definitive amalgamation agreement with GoldCoast Resource Corp. and its subsidiary, Psyence Therapeutics Corp., to effect a business combination via a three-cornered amalgamation.
• The transaction represents a fundamental change of business for Psyence, shifting from life sciences/psychedelics to mineral exploration in Ghana. Upon completion, the resulting entity will operate under the name GoldCoast Resource Corp. (or approved alternative) and GoldCoast shareholders are expected to hold approximately 90-95% of the new entity.
• A key condition precedent for closing is the receipt of an exploration licence from the Minerals Commission of Ghana. Psyence has provided a $250,000 USD secured bridge loan to GoldCoast, which will be forgiven upon closing but is convertible to shares if the deal fails.

Key Details

• Transaction Structure: Three-cornered amalgamation under the Business Corporations Act (Ontario). GoldCoast and Psyence Subco amalgamate to form a wholly owned subsidiary of Psyence, which will carry on GoldCoast's business.
• Shareholder Ownership: GoldCoast shareholders are expected to hold approximately 90% to 95% of the issued and outstanding shares of the resulting issuer (non-diluted basis, subject to adjustment based on GoldCoast security price).
• Name Change: Psyence will change its name to GoldCoast Resource Corp. (or another name approved by GoldCoast and the CSE).
• Share Consolidation: Psyence intends to complete a share consolidation prior to closing. The ratio will be determined based on the price per security at which GoldCoast securities are issued in a final private placement prior to closing.
• Conditions Precedent:
  • Receipt of the exploration licence from the Minerals Commission of Ghana.
  • Approval by Psyence and GoldCoast shareholders.
  • CSE conditional listing approval for the resulting issuer shares.
  • Receipt of all required regulatory and third-party consents.
• Governance Changes:
  • Chairman and Director: Sir Sam Jonah
  • President and Director: Tom Griffis
  • CEO and Director: Michael Nikiforuk
  • CFO: Winfield Ding
  • Secretary: Elia Crespo
• GoldCoast Assets: GoldCoast's sole material asset is an application for a reconnaissance (exploration) licence with the Minerals Commission of Ghana for shallow-water mineral exploration off the coast of Ghana (Atlantic Ocean), prospective for alluvial and marine placer gold. No granted mineral licences are currently held.
• Financing/Loan Terms:
  • Psyence advanced a secured bridge loan of $250,000 USD to GoldCoast.
  • Interest: 10% per annum.
  • Security: General security agreement over all of GoldCoast's assets.
  • Maturity: Earlier of closing of the amalgamation or March 31, 2026.
  • Use of Proceeds: Financing the exploration licence application, preparation of a NI 43-101 technical report, and working capital.
  • Default/Conversion: If the amalgamation does not close, the loan is immediately repayable. Psyence has the option to convert the loan (plus accrued interest) into common shares of GoldCoast at $0.1497 USD per share.
  • Closing: The principal amount of the loan will be forgiven upon completion of the amalgamation.
• Trading Status: Trading in Psyence's common shares remains halted pending CSE review of the Change of Business (COB). Trading will not resume until CSE conditions are satisfied and the transaction closes.

Notable Quotes

• None explicitly quoted in the text, though the release notes the transaction constitutes a "change of business of Psyence under Policy 8 (Fundamental Changes and Changes of Business) of the Canadian Securities Exchange."