Psyence Group enters LOI to acquire GoldCoast

Executive Summary

• Psyence Group Inc. has entered into a non-binding Letter of Intent (LOI) to acquire all issued and outstanding securities of GoldCoast Resource Corp., a gold exploration company focused on shallow-water mineral exploration off the south coast of Ghana.
• The transaction is structured as a three-corner amalgamation under the Business Corporations Act (Ontario), where each common share of GoldCoast will be exchanged for one common share of the resulting issuer.
• The acquisition constitutes a change of business for Psyence, which is currently a life science biotechnology company focused on natural psychedelics. Trading in Psyence shares remains halted pending CSE review and regulatory approvals.

Key Details

• Transaction Structure: The acquisition will be completed via a three-corner amalgamation or similar transaction. Each issued and outstanding common share of GoldCoast will be exchanged for one common share of the resulting issuer. Convertible securities will be exchanged on the same basis.
• Loan Advance: Psyence will advance a secured loan of $250,000 (U.S.) to GoldCoast.
  • Interest Rate: 10% per annum.
  • Maturity: The earlier of the closing of the acquisition or December 31, 2025.
  • Security: Secured against all assets of GoldCoast.
  • Use of Proceeds: Preparation and submission of the application for the exploration licence and preparation of the National Instrument 43-101 qualified persons report.
• Target Company Profile: GoldCoast Resource Corp. is engaged in environmentally responsible shallow-water mineral exploration off the south coast of Ghana in the Atlantic Ocean, leveraging marine dredge-mining technology for gold and heavy mineral exploration.
• Regulatory Status: The acquisition constitutes a change of business under Canadian Securities Exchange (CSE) policies. Trading in Psyence common shares remains halted and is expected to remain halted pending CSE review and satisfaction of all CSE conditions for resumption of trading.
• Closing Conditions: The transaction is subject to the execution of a definitive agreement, satisfactory due diligence, receipt of corporate, shareholder, and regulatory approvals (including CSE conditional approval for listing), and other customary closing conditions.
• Management Changes: Following closing, the board of directors and senior management of the resulting issuer will be reconstituted to include nominees of the target.
• Legal Status: The LOI is non-binding, except for specific provisions regarding confidentiality, exclusivity, the loan, and expense reimbursement.

Notable Quotes

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