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.
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.
For
more information, please contact:
Josh Crumb
Co-founder and Chief Strategy
Officer
BitGold Inc.
Tel.:
647-499-6748
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