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On July 28, 2026, GoldCoast Resource Corp. (CSE: PSYG), formerly known as Psyence Group Inc., announced the completion of its reverse takeover (RTO) with GoldCoast Resource Corp. The transaction closed on July 27, 2026, followed immediately by a corporate name change and a share consolidation at a ratio of 6.9565-to-1. GoldCoast Resource Corp. now focuses on offshore gold exploration along Ghana's continental shelf, holding a 10,000 square kilometre reconnaissance licence package that covers about 53% of Ghana's offshore coastline.
Key Highlights
- GoldCoast Resource Corp. (CSE: PSYG) completed its reverse takeover on July 27, 2026, under an amalgamation agreement dated November 21, 2025.
- Post-transaction, Target shareholders hold 96.65% of common shares, with a one-for-one exchange ratio for GoldCoast shares.
- A share consolidation on a 6.9565-to-1 basis was executed immediately after closing, with new CUSIP 38077K103 and ISIN CA38077K1030.
- The restructured board features Sir Sam Jonah as Chairman, Michael Nikiforuk as CEO, Winfield Ding as CFO, and Tom Griffis as Executive Director.
Completion of Reverse Takeover via Three-Cornered Amalgamation
GoldCoast Resource Corp. finalized the acquisition of all issued and outstanding securities of the Target through a three-cornered amalgamation, as per the Amalgamation Agreement dated November 21, 2025, as amended. The transaction closed effective July 27, 2026, under the Business Corporations Act (Ontario). The Target amalgamated with Psyence Therapeutics Corp., a wholly owned subsidiary of GoldCoast Resource Corp., with the amalgamated entity continuing as a wholly owned subsidiary post-closing.
Target shareholders exchanged their common shares on a one-for-one basis for GoldCoast common shares automatically, without submitting letters of transmittal. Post-transaction, original Company shareholders hold 3.35% of common shares, while Target shareholders hold 96.65%, reflecting the reverse takeover structure where Target shareholders gain control.
Corporate Rebranding and Ticker Symbol Continuity
Following the RTO closing, the company formally changed its name from "Psyence Group Inc." to "GoldCoast Resource Corp.", aligning with its strategic focus on offshore gold exploration. The company continues trading on the Canadian Securities Exchange under the ticker symbol PSYG.
The announcement does not clarify if the ticker symbol will change in the future. Additional transaction details and regulatory compliance information are available in the company's Listing Statement filed on SEDAR+ (www.sedarplus.ca).
Share Consolidation Executed at 6.9565-to-1 Ratio
Simultaneous with the RTO and name change, the company completed a share consolidation where every 6.9565 pre-consolidation common shares were consolidated into one post-consolidation share. The new CUSIP is 38077K103, and the ISIN is CA38077K1030. This standard corporate action adjusts the share structure of the combined entity.
Stock options will be adjusted proportionally in exercise price and share numbers per their terms. Fractional shares will be rounded down. Registered shareholders with physical certificates must submit their certificates and a completed letter of transmittal to Odyssey Trust Company, the transfer agent, following instructions provided. Shareholders holding shares through intermediaries should contact their brokers or dealers for assistance.
Board and Executive Team Restructured
The board was reconstituted at closing to include Sir Sam Jonah as Chairman, Michael Nikiforuk as CEO, Winfield Ding as CFO, Tom Griffis as Executive Director, and Bobby Banson as a director. These appointments reflect the leadership of the combined company.
Sir Sam Jonah will provide strategic oversight, Michael Nikiforuk will lead daily operations, Winfield Ding will manage financial functions, and Tom Griffis will combine governance and operational roles.
Focus on Offshore Gold Exploration in Ghana
GoldCoast Resource Corp. is a Canadian mineral exploration firm targeting offshore gold deposits along Ghana's continental shelf. It holds a district-scale reconnaissance licence package spanning 10,000 square kilometres, representing roughly 53% of Ghana's offshore coastline. The company’s exploration premise is based on the unique geological setting where three major gold-bearing rivers converge on a shallow continental shelf during interglacial periods.
This convergence creates significant potential for offshore gold discoveries. While the licence package provides broad coverage, the announcement does not specify exploration timelines, budgets, or target zones.
Escrow Arrangements and Gradual Share Release
Some shares issued from the transaction are subject to escrow under Canadian Securities Exchange policies and securities laws. These shares will be released incrementally over multiple periods from the CSE listing date. Details on the escrow schedule, share volumes, and escrowed shareholders are in the Form 2A – Listing Statement filed by the company.
Escrow provisions protect the market by preventing immediate liquidation of large shareholdings by founding and early investors. Investors should consult the Listing Statement on SEDAR+ for full details on escrow and resale restrictions.
Regulatory Review and Listing Statement Disclosure
The transaction qualifies as a "fundamental change" under Canadian Securities Exchange Policy 8. As such, it underwent thorough regulatory review and disclosure. The company prepared a Form 2A – Listing Statement available on SEDAR+ detailing transaction structure, business operations, management, capitalization, and use of proceeds.
The CSE and its Regulation Services Provider disclaim responsibility for the adequacy or accuracy of the press release disclosures, a standard regulatory disclaimer.
Forward-Looking Information and Risk Considerations
The announcement includes forward-looking statements about GoldCoast Resource Corp.'s business plans and CSE listing. These are based on management assumptions, including intended use of proceeds and stable regulatory conditions. However, forward-looking statements involve risks and uncertainties that may cause actual outcomes to differ materially.
Risks include changes in legislation or CSE policies, political instability, market conditions, global trade environment, and potential financing challenges. Financing may not be available on acceptable terms. Investors should not place undue reliance on forward-looking statements, as actual results may vary significantly.
Guidance for Shareholders and Investors
Registered shareholders will receive letters of transmittal by mail regarding the share consolidation. Those with physical certificates must submit certificates and completed letters of transmittal to Odyssey Trust Company per instructions. Shareholders holding shares through intermediaries should contact their brokers or dealers for consolidation guidance.
For comprehensive transaction details, business plans, and regulatory information, investors should review the Listing Statement on SEDAR+. Additional updates are available on the company website at goldcoastresource.com. The immediate impact on share price was not disclosed.
