Mr. Roy Sebag reports

GOLDMONEY INC. ANNOUNCES PROPERTY ACQUISITION

Goldmoney Inc.'s United Kingdom wholly owned subsidiary, Goldmoney Properties Ltd., has completed a material acquisition.

On Dec. 10, 2024, Goldmoney Properties finalized the acquisition of a portfolio of freehold properties known as Clarendon Quarter in Oxford, Oxfordshire, United Kingdom. This portfolio of mixed-use buildings occupies an approximately two-acre site in the heart of Oxford City Centre. The existing properties cover around 172,377 square feet and include: the Clarendon Shopping Centre, adjacent high-street retail units and office accommodation.

In June, 2024, Oxford City Council granted full planning consent for the partial reuse and extension of the existing buildings, as well as the construction of new ones, to create research and development laboratories, offices, retail spaces, and student accommodation. To prepare for the redevelopment project, Lothbury Investment Management, the previous owner of Clarendon Quarter, implemented a strategy to vacate most of the tenancies within the portfolio.

In 2022, the last year before this process began, the portfolio generated 2.9 million pounds sterling in annual rental income. At present, the portfolio produces approximately 1.2 million pounds sterling in annual rental income, a figure anticipated to decline by a further 50 per cent in 2025 as additional tenancies are surrendered.

Goldmoney Properties has acquired the Clarendon Quarter properties from the Lothbury Property Trust, an open-ended property fund which has been in liquidation since May, 2024. The total consideration including taxes, contingency payments and professional fees is circa 29.5 million pounds sterling (approximately $52.5-million). The acquisition is being financed through a combination of on-hand equity capital, as well as circa 25 million pounds sterling (approximately $44.5-million) of net new debt at the GPL level.

In connection with this acquisition, GPL has entered into a new financing agreement with Barclays PLC. Under the terms of the new financing arrangement, GPL has cross-collateralized its portfolio of pre-Clarendon Quarter assets obtaining up to 100 million pounds sterling of potential financing ($178-million). The financing is composed of a term loan and a revolving credit facility. The financing rate on this facility is sterling overnight index average as set by the Bank of England plus 1.8 per cent, a slight decrease compared with GPL's previous mortgage debt. The loans within this financing arrangement mature in five years and are non-recourse to Goldmoney.

On Dec. 6, 2024, Goldmoney Properties utilized 47 million pounds sterling from this new financing arrangement. Of this figure, 21.6 million pounds sterling were used to fully repay the previous two mortgages within the GPL portfolio. The balance was used to finance the Clarendon Quarter acquisition. GPL intends to hedge the interest rate exposure on circa 20 million pounds sterling of this debt but cautions that this strategy may change depending on market conditions. With this additional debt and when including the value of Clarendon Quarter at the acquisition price, the loan to value ratio of GPL's portfolio is circa 42 per cent.

Statement from Roy Sebag, founder and chief executive officer of Goldmoney: "Nearly two years ago, we launched GPL with a vision to build a robust portfolio of prime assets delivering long-term, inflation-indexed income. Through strategic acquisitions, we have achieved this goal. With our latest acquisition, we have chosen to reinvest this income into an opportunity that presents a different balance of risk and reward.

"This acquisition is not merely a financial decision but a commitment to something profoundly meaningful: the restoration of an irreplaceable part of Oxford's built environment. It is a once-in-a-century opportunity and one that we approach with a deep sense of responsibility. Our mission is to transform the Clarendon Quarter into a landmark development that reflects Oxford's unique heritage.

"Oxford's vibrant ecosystem of world-class academics and inquisitive visitors creates a setting where memory making is intrinsic to the built environment. Here, one can touch history, embrace centuries-old traditions of learning and discovery, and forge lasting memories in culturally significant surroundings. By retaining and protecting the area's unique history, architecture and heritage, we aim to develop a place where people can live, work, shop and dine, all while engaging with the living history of Oxford."

About Goldmoney Inc.

Founded in 2001, Goldmoney is a Toronto Stock Exchange-listed company invested in the real economy. The leading custodian and trader of precious metals, Goldmoney also owns and operates businesses in jewellery manufacturing and property investment.

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