BitGold Inc. (TSX-V: XAU) (“BitGold”), a platform for savings and
payments in gold, announces that it has entered into an Acquisition
Agreement to purchase the operating and intellectual property assets of
GoldMoney Network Limited (“GoldMoney”), subject to regulatory approvals
and other customary closing conditions. With over CAD 1.5 billion in
assets under vault management GoldMoney is among the world’s largest
private managers of precious metal assets, renowned for its innovation
and integrity in the gold market.
Upon closing of the Acquisition Agreement, BitGold will acquire the
intellectual property and operating assets of GoldMoney in exchange for
the issuance of 11,169,794 common shares in BitGold, valuing the
transaction at CAD 51.9 million based on BitGold’s CAD 4.65 closing
price on May 21st. The transaction is expected to close within 60 days.
Potential benefits to shareholders include:
-
The integration of an innovative and high integrity precious metal
manager onto the BitGold platform; preserving the relationships
GoldMoney has established with its customers while enhancing GoldMoney
services with payment technologies
-
The addition of relationships and knowledge acquired over nearly a
decade and a half operating an e-platform for global metal purchases
and sales
-
The addition of over CAD 1.5 billion in customer assets onto the Aurum
ledger, BitGold’s proprietary consolidated order book and trade engine
-
The potential to develop new payment market relationships from over
135,000 signups on GoldMoney.com
-
Applying new technology, analytics, and location intelligent
language/currency engine to expand beyond the markets which have
produced over GBP 3.1 billion in cumulative gross sales revenue for
GoldMoney over the past decade
-
Expected operating synergies from lower fixed overhead and lower
working capital intensive technologies applied to GoldMoney
operations, without compromising premium customer service
-
The addition of a strong shareholder base and three GoldMoney
directors to the combined Board of Directors
GoldMoney Network Limited is owned by well-established investors
including James Turk, IAMGOLD Corporation, Fleming family and Eric
Sprott, founder of Sprott Inc. GoldMoney headquarters are located in
Jersey, British Channel Islands. 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.
“We are thrilled by the potential of this BitGold and GoldMoney
combination, two companies with shared values and a common vision and
purpose,” said Roy Sebag, BitGold CEO. “You will not find a precious
metals asset manager with more integrity than the one built by Geoff and
James Turk and the GoldMoney team. With the technology of the BitGold
platform we can expand the GoldMoney legacy of trust, security, and a
client centric purpose to new markets, growing from a much stronger base
and benefiting all stakeholders. Combining the first global
e-marketplace for gold with the latest and most innovative, we instantly
become the world’s largest and most active bullion money service.”
GoldMoney is the registered business name of Net Transactions Limited,
which provides metal storage services for its customers. GoldMoney's
affiliate company, Net-Gold Services Limited, handles the purchase and
sale of precious metals. Upon closing of the transaction, BitGold will
acquire from GoldMoney Network Limited all of the issued and outstanding
shares of its three operating subsidiaries Net Transactions Limited,
Net-Gold Services Limited and Net Transactions (Jersey) Limited and all
of the proprietary intellectual property of GoldMoney Network Limited in
exchange for the issuance of 11,169,794 common shares of BitGold, for
which GoldMoney shareholders will be subject to a 12-month lock-up. The
parties have entered into an Acquisition Agreement and further
announcements will be made on the status of the acquisition as it
proceeds toward closing.
“The combination of BitGold and GoldMoney has the potential to create
significant value for the clients and shareholder of both companies,”
said James Turk, founder of GoldMoney. “We created GoldMoney with the
vision of making gold accessible for savings and payments, a vision that
BitGold is rapidly expanding in a new era of cloud computing and mobile
technology. Together we will continue to operate GoldMoney with the same
level of security, integrity and premium customer service, but GoldMoney
clients will now have access to expanded payment options, a gold debit
card, and the many applications and features being developed by this
innovative team. Josh and Roy understand money and gold as well as
anyone I’ve met. Their energy, vision, and dedication to expand this
platform are truly remarkable. I am honored to be joining the combined
board along with two of my fellow GoldMoney directors, Mahendra Naik and
Hector Fleming.”
BitGold and GoldMoney will host a joint conference call on Tuesday, May
26th, further information to be released.
About BitGold
BitGold’s mission is to make gold accessible and useful in digital
payments and secure savings. The BitGold platform provides innovative
solutions to the challenge of transacting with fully allocated and
securely vaulted gold. BitGold accounts are free and convenient to open
by anyone, anywhere* in just minutes. BitGold provides users with a
secure vault account to purchase gold using a variety of electronic
payment methods. The platform will also provide transaction capability
including: instant cross-border gold payments, merchant invoicing and
processing for gold, debit card spending of gold at traditional points
of sale, conversions to a customer's external digital-wallet or bank,
and physical gold redemptions. All physical gold acquired through the
platform is owned by the customer, stored in vaults administered by The
Brink’s Company, acting through Brink’s Global Vault Services
International, Inc. (“Brink’s”), which insures gold through third party
insurance providers.
BitGold is a Canadian corporation with offices in Toronto, Canada, and
Milan, Italy. BitGold has partnered with established professionals in
bullion dealing, vault security and web security, payment processing,
and is committed to best-practice systems for compliance with all
applicable laws and regulations regarding anti-money Laundering (“AML”)
and Know Your Customer (“KYC”).
*The BitGold Platform will not initially be available to U.S.
Residents and will be unavailable to residents of sanctioned countries
About GoldMoney
GoldMoney is a gold and precious metals vaulting business founded in
2001 by James Turk and Geoff Turk. GoldMoney offers an easy way to buy
gold, silver, platinum and palladium online and safely store for
customers these precious metals in five countries. It is GoldMoney’s
vision that the benefits and dependability of gold and silver should be
easily available to everyone, while providing its customers with
assurances of integrity so they know their money is safe.
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.
Forward-Looking Statements
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: risk factors relating
to the acquisition of GoldMoney, being completion of satisfactory due
diligence, settlement of definitive documentation, satisfaction of
closing conditions, receipt of regulatory approvals and, generally, the
completion of the acquisition on the terms as described if at all; 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.
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