Mr. Josh Crumb reports
BITGOLD INC. ANNOUNCES ADDITIONAL INFORMATION ON THE CAD 51.9 MILLION ACQUISITION OF GOLDMONEY.COM TO CLARIFY EARLIER ANNOUNCEMENT
Bitgold Inc. has provided further information on the acquisition
agreement dated May 22, 2015, to purchase the operating and intellectual
property assets of GoldMoney Network Ltd., subject to
regulatory approvals and other customary closing conditions.
The acquisition is an arm's-length transaction. Consideration for the
acquisition is the issuance of 11.1 million common shares in Bitgold,
which will be distributed to the shareholders of GoldMoney with no new
insiders of Bitgold. The reference to $1.5-billion in vault assets
under administration is to gold, silver, platinum and palladium
owned by customers and held in GoldMoney vaults on behalf of customers.
The attached table contains a summary of the financial performance of the GoldMoney
business for the indicated periods.
GOLDMONEY FINANCIAL HIGHLIGHTS
Twelve months ended March 31,
2011 2012 2013 2014 2015
Gross value of sales of
gold grams and currencies $237,065,580 $431,142,576 $224,740,275 $193,991,824 $107,294,000
Gross value of sales of
silver ounces and currencies 261,590,262 421,015,451 174,879,728 122,438,226 69,186,000
Gross value of sales of
platinum grams and currencies 12,098,260 13,108,379 6,636,868 4,304,178 3,891,000
Gross value of sales of
palladium grams and currencies 1,389,027 2,206,501 1,928,321 1,993,089 3,092,000
Storage fee income 3,502,525 5,509,749 5,310,756 2,464,112 2,140,000
Total cost of metals and
currencies sold and storage fees (504,340,686) (854,864,415) (404,754,157) (321,018,155) (182,677,000)
Net operating income (gross margin) 11,304,968 18,118,241 8,741,791 4,173,275 2,926,000
Net operating cash flow (after
movement of working capital) 5,134,916 949,280 2,176,154 (1,560,095) (810,000)
Profit (loss) for the financial
year after tax 9,503,445 7,341,584 332,516 (9,441,312) (800,000)
In addition to the operating assets and intellectual property assets to
be acquired, Bitgold will assume $3.0-million (U.S.) in working capital. The
pro forma entity is expected to have approximately $12.5-million (Canadian) in
working capital and no debt, with up to $5.5-million (Canadian) in additional
capital to be received from the conversion of in-the-money warrants
outstanding. At the time of closing, a special distribution will be made
to GoldMoney shareholders for the remaining GoldMoney working capital.
GoldMoney will have the right to appoint three directors for a period of
three years immediately after closing. Mahendra Naik will join the
board of directors of Bitgold immediately upon the closing of the
GoldMoney acquisition, and James Turk and Hector Fleming will be
nominees for election of directors at a shareholder meeting of Bitgold
to be held within 90 days of closing.
Mr. Turk has over 40 years experience in international banking,
finance and investments. He began his career at Chase Manhattan Bank,
where he worked on assignments in Thailand, the Philippines and Hong
Kong. In 1983, he was appointed as manager of the commodity department
of the Abu Dhabi Investment Authority. After leaving that post in 1987,
he went on to hold various advisory roles in money management. In 2001,
he co-founded GoldMoney and remains a director of the group. He makes
regular conference appearances around the world and provides commentary for
numerous publications and newswires, as well as produces articles for
his website and GoldMoney.
Mr. Naik, CA, CPA, is a chartered professional accountant with
more than 32 years of financial accounting, mining and investment
company experience. Mr. Naik is president and chief executive officer of FinSec Services Inc.,
a private management services company, and a director of GoldMoney. He
holds a bachelor of commerce degree from the University of Toronto. He
practised as a chartered professional accountant for nine years with a
major Canadian accounting firm. Mr. Naik is a director and member of the
audit and finance committee of Iamgold Corp., and chairman of the
board, chairman of the audit committee and member of the compensation
committee of Fortune Minerals Inc., both diversified public minerals and
resources companies. In addition, Mr. Naik is a member of the
compensation committee of FirstGlobal Data Ltd. and of several large
private companies, including GoldMoney Network. Mr. Naik will be
appointed as chair of the audit committee of Bitgold.
Mr. Fleming is a founder of Fleming Wulfsohn Africa Ltd., a
private investment company, and has over 10 years of private equity
experience across Africa and other emerging markets. He is a director of
the Johannesburg Land Company Ltd., Clover Alloys S.A. Ltd.,
GoldMoney Network and Netagio Holdings Ltd. Mr. Fleming is a
former director of Standard Chartered Bank's private equity coverage
team out of London with a central focus on sub-Saharan Africa and was
previously in the bank's private equity group, investing growth capital
from the bank's balance sheet and third party funds into private equity
opportunities in the emerging Asian economies. He holds a BA (honours) from
the University of Newcastle upon Tyne.
Bitgold and GoldMoney will host a joint conference call on May
26, with further information to be released.
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 on-line 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.
We seek Safe Harbor.
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