BitGold completes $59.4mm acquisition of GoldMoney, Building the first global, full-reserve and gold-Based financial services business
Toronto, Ontario (July 20, 2015) – BitGold Inc. (TSX-V: XAU), a platform for savings and payments in gold, announces the completion of the previously announced Acquisition Agreement with GoldMoney Network Limited (“GoldMoney”). BitGold has acquired the intellectual property and operating subsidiaries of GoldMoney in exchange for the issuance of 11,169,794 Common Shares in the capital of BitGold.
GoldMoney will continue to operate without interruption, maintaining premium client services, with the added pricing and execution benefits and additional features of the BitGold technology to come. The BitGold payment and savings platform will operate as a separate service focusing on the expansion of a high-growth internet user base, while also developing a global end-to-end payments and international transfer network utilizing BitGold settlement technology. The combined entity will also build services in additional market segments, creating a global, full-reserve financial service network to grow market share in payments, international transfers and remittance, in-app and micro payments, and cross income-segment savings and wealth management. BitGold is developing plans for an internal reorganization to be announced late July in which its operating structure and staffing mandates will be enhanced to further integrate GoldMoney and support the expansion of the combined business. The first step will be a name change of BitGold Inc. to GoldMoney Inc., subject to regulatory approval.
“We are pleased to complete the GoldMoney acquisition and further reveal our plans to build a global, cross-segment financial service platform,” said BitGold CEO, Roy Sebag. “By combining the unique attributes of gold with the real time connectivity of the of the smartphone revolution, we’re able to build a global network for savings and transactions that substantially removes credit and settlement risk for both savers and merchants.”
“Gold is a significant percentage of global base-money, owned in every country & across every income segment, but with no modern “banking” or payment apps,” said BitGold co-founder Josh Crumb. “Many multi-billion dollar markets are ripe for innovation & disruption in a new technological age for money and real-time international transactions. The GoldMoney team has made significant strides toward this vision over the past 15 years, we’re excited to combine efforts and realize this mission.”
James Turk, founder of GoldMoney.com added: “The BitGold team are demonstrating market-leading skills in applying today’s cutting-edge technology that is making possible an evolution in financial services. We are pleased that the customers of GoldMoney will be able to benefit from new products and services to be introduced in the months ahead. Online commerce continues to grow as global interconnectivity expands, creating the need for new payment alternatives and other gold-focused financial services. The combination of BitGold and GoldMoney creates a company with considerable resources that is well placed to take advantage of these opportunities.”
Pursuant to the Acquisition Agreement BitGold granted to GoldMoney the right to nominate three directors to its board of directors (the “BitGold Board”) until July 20, 2018. BitGold welcomes GoldMoney director Mahendra Naik, who has been appointed to the BitGold Board. Mr. Naik will be joined by two additional GoldMoney Directors, James Turk and Hector Fleming, whom management will nominate for election to the BitGold Board at a meeting of shareholders to be held in September 2015. Further information about Messrs. Naik, Turk, and Fleming is available in BitGold’s news release of May 22, 2015.
The transaction is valued at $59.4 million based on the $5.32 closing price of the Common Shares on the TSX Venture Exchange on July 20, 2015. The Common Shares issued to GoldMoney are subject to a hold period expiring November 21, 2015, and a 12-month lock-up period expiring July 21, 2016.
As a result of the sale of the GoldMoney business, GoldMoney Network Limited was issued at total of 11,169,794 Common Shares. For the purposes of National Instrument 62-103 early warning reporting, the address of GoldMoney Network Limited is Falcon Cliff, Palace Road, Douglas, Isle of Man 1M2 4LB. GoldMoney Network Limited did not exercise control or direction over any securities of BitGold prior to the acquisition. As a result of the acquisition, GoldMoney Network Limited owns 11,169,794 Common Shares representing approximately 20.5% of the 54,492,898 issued and outstanding Common Shares. GoldMoney Network Limited acquired the Common Shares for investment purposes, and has no current intention to increase the beneficial ownership of, or control or direction over, securities of BitGold.
BitGold also announces that further to its announcement of June 16, 2015, the TSX Venture Exchange has approved the issuance of 72,222 Common Shares to Dundee Securities Ltd. at a deemed issue price of $3.53 per Common Share, in settlement of an aggregate total obligation of $254,942.66, which was incurred in respect of financial and corporate advisory services and performance of sponsorship-level due diligence. The Common Shares were issued on July 20, 2015, and are subject to a hold period ending November 21, 2015.
About BitGold Inc. (to be GoldMoney Inc.)
BitGold Inc. (to be GoldMoney Inc.) (TSX-V:XAU) is a global, full-reserve and gold-based financial services business. GoldMoney provides financial services as a trusted, limited third-party, combing the unique attributes of gold with technology driven innovation. Through GoldMoney® the company offers precious metals custody, trading and execution, wealth management and research to individual investors and institutions. Through BitGold™ the company operates a self-directed savings platform and payments network allowing individuals and businesses to make or receive online, in-store or mobile payments. GoldMoney Inc. has over 150,000 customers from over 200 countries and $1.5 Billion in client assets under administration. GoldMoney is regulated by the Jersey Financial Services Commission (JFSC) as a Money Services Business. The JFSC is the main supervisory body that oversees and regulates Jersey’s large financial services industry. For more information on BitGold, visit bitgold.com. For more information on GoldMoney, visit ir.goldmoney.com.
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