Announces Increase in Financing to $31,900,000
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario – GoldMoney Inc. (TSX-V: XAU) (“GoldMoney” or the “Company“) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by GMP Securities L.P. and Clarus Securities Inc. and including Mackie Research Capital Corporation (collectively, the “Underwriters”) to increase the size of its previously announced financing of common shares of the Company from aggregate gross proceeds of C$15,000,000 to C$31,860,719 (the “Expanded Offering“). In connection with the Expanded Offering, the Underwriters have agreed to purchase, on a bought deal basis, an additional 4,323,261 common shares (the “Shares”) of the Company at a price of C$3.90 per share, bringing the total number of Shares to be issued to 8,169,415 Shares. PowerOne Capital Markets Limited acted as financial advisor with respect to the Offering.
The Underwriters will also have the option exercisable, in whole or in part, to purchase that number of additional Shares that is equal to 15% of the additional Shares sold pursuant to the offering to cover the Underwriters’ over-allotment position. In the event that the option is exercised in its entirety, the aggregate gross proceeds will increase from C$17,250,000 to C$36,639,829.
It is expected that the Shares will be offered to “accredited investors” in all of the provinces of Canada (other than the Province of Quebec) pursuant to National Instrument 45-106 – Prospectus Exempt Distributions and in the United States on a private placement basis pursuant to exemption from the registration requirements of the United States Securities Act of 1933, as amended. The Shares will be subject to a four-month hold period in Canada.
The Shares have not been registered under the United States Securities Act of 1933, as amended, or applicable state securities laws, and the Shares may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
The Expanded Offering is expected to close on or about February 24, 2016. Closing of the Expanded Offering would be subject to certain conditions typical for a transaction of this nature and the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
“GoldMoney welcomes this offer of strategic-institutional funding and the capital entrusted to us by some of the world’s top investment managers”, said Roy Sebag, CEO of GoldMoney. “Upon closing of this placement, the Company will hold over C$60,000,000 in cash, liquid investments and callable-warrant funding available. After strong month-over-month growth in nearly every business metric to date, we now have the backing and the capital-certainty to scale our business globally.”
GoldMoney Inc. is a global, full-reserve and gold-based financial services group. GoldMoney provides financial services as a trusted, limited third-party, combining the unique attributes of gold with technology-driven innovation. Through GoldMoney® the company offers precious metals custody and wealth services, trading and execution, and independent research to individual investors and institutions. Through BitGold™ the company operates a self-directed savings platform and a payments network allowing individuals and businesses to make or receive online, in-store or mobile payments. GoldMoney Inc. has over 700,000 clients from over 150 countries and $1.6 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 www.ir.goldmoney.com.
For more information, please contact:
Chief Strategy Officer
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy of this release.
This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws that are based on expectations, estimates and projections as at the date of this news release. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This forward-looking information is based on reasonable assumptions and estimates of management of the Company at the time it was made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others: the Company’s limited operating history; future capital needs and uncertainty of additional financing; the competitive nature of the industry; unproven markets for the Company’s product offering; volatility of gold prices & public interest in gold investment; lack of regulation and customer protection; the need for the Company to manage its planned growth and expansion; the effects of product development and need for continued technology change; protection of proprietary rights; the effect of government regulation and compliance on the Company and the industry; network security risks; the ability of the Company to maintain properly working systems; foreign currency and gold trading risks; use and storage of personal information and compliance with privacy laws; use of the Company’s services for improper or illegal purposes; global economic and financial market conditions; uninsurable risks; and those risks set out in the Company’s public documents filed on www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.