13:23:34 EDT Thu 18 Apr 2024
Enter Symbol
or Name
USA
CA



Bitgold Inc
Symbol XAU
Shares Issued 36,619,885
Close 2015-05-21 C$ 4.65
Market Cap C$ 170,282,465
Recent Sedar Documents

Bitgold, GoldMoney to hold joint conference call May 26

2015-05-22 19:58 ET - News Release

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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