TORONTO, ONTARIO--(Marketwired - Nov. 14, 2016) - Goldmoney Inc. (TSX:XAU) ("Goldmoney"), a financial technology company operating a global, 100% reserved gold-based financial network, today announced the completion of the previously announced Acquisition Agreement with Schiff Gold LLC ("SGL"). Goldmoney has acquired SGL including all intellectual property and operating assets and has entered into a Marketing and Service agreement with Peter Schiff's consulting company that includes SGL's integration and endorsement of Goldmoney services for clients and subscribers across various companies and media platforms.
"We're proud to have successfully completed our second acquisition since becoming a publicly traded company in 2015. I would like to formally welcome the Schiff Gold team to the Goldmoney family and thank all team members, advisors, and consultants for their hard work and efforts in completing this transaction," said Roy Sebag, founder and CEO, of GoldmoneyInc. "Acquiring Schiff Gold significantly advances our position in the physical side of the gold business, where we continue to grow market share. Both businesses have performed well since we announced the transaction, and we look forward to incorporating Schiff Gold business results and earnings power in future quarters."
The transaction has been structured as a share exchange agreement between Peter Schiff and Goldmoney (the "Share Exchange Agreement"), with a consulting agreement (the "Consulting Agreement") between Goldmoney and Euro Pacific Asset Management LLC, the consulting company of Peter Schiff. The terms are identical to the joint venture structure which was previously announced. Pursuant to the Share Exchange Agreement, Goldmoney has agreed to acquire all of the issued and outstanding shares of SGL owned by Peter Schiff and in consideration for the SGL shares Goldmoney has issued 1,063,000 common shares of Goldmoney, as well as 1,400,000 common share purchase warrants ("Warrants") as follows: (i) 700,000 Warrants exercisable at CAD $5.00 per share for a period of 10 years; (ii) 350,000 Warrants exercisable at CAD $5.25 per share for a period of 10 years; and (iii) 350,000 Warrants exercisable at CAD $5.80 per share for a period of 10 years.
The first 700,000 common shares of the 1,063,000 shares are subject to one-third automatic releases on each of the first, second and third anniversaries of the closing. All of the above-noted 1,400,000 Warrants and the remaining 363,000 common shares are subject to performance vesting over a three-year period in accordance with performance criteria under the Consulting Agreement. Pursuant to the Consulting Agreement, Euro Pacific Asset Management LLC will provide strategic business development, product development, branding and marketing services to Goldmoney. Euro Pacific Asset Management LLC shall be paid fees equal to 50% of the distributable income from SGL with a minimum term of 20 years. After the 20th anniversary of closing, Goldmoney shall have the right, but not the obligation, to terminate the Consulting Agreement in consideration for a payment equal to five times the average annual net distributable income during the prior five-year period. The Consulting Agreement provides for certain payments upon termination.
About Goldmoney Inc.
Goldmoney Inc. (TSX:XAU) is a mission-driven financial technology company that operates the world's largest 100%-reserved gold-based savings and payments network. Goldmoney® provides financial services as a trusted third-party, combining the unique attributes of gold with technology-driven innovation. Through the Goldmoney Network, comprised of Goldmoney Personal and Goldmoney Business, anyone with internet access can buy, sell, transfer, earn, or redeem physical allocated gold. Goldmoney Wealth offers bespoke precious metals custody and wealth services, trading and execution, card services, tax-free retirement accounts and independent research to high net worth individual investors and institutions. Goldmoney Inc. has more than 1.28 million user signups from more than 150 countries and $1.8 billion in client assets under administration (as at November 7, 2016). Goldmoney Network is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC). Goldmoney Wealth is regulated as a Money Services Business by the Jersey Financial Services Commission. For more information about Goldmoney, visit goldmoney.com.
This news release contains or refers to certain forward-looking information. Forward-looking information can often be identified by forward-looking words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "may", "potential" and "will" or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. All information other than information regarding historical fact, which addresses activities, events or developments that the Goldmoney Inc. (the "Company") believes, expects or anticipates will or may occur in the future, is forward-looking information. Forward-looking information does not constitute historical fact but reflects the current expectations the Company regarding future results or events based on information that is currently available. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking information will not occur. Such forward-looking information in this release speak only as of the date hereof.
Forward-looking information in this release includes, but is not limited to, statements with respect to: service times for transactions on the Goldmoney network; growth of the Company's business, expected results of operations, and the market for the Company's products and services and competitive conditions. 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: the Company's limited operating history; history of operating losses; future capital needs and uncertainty of additional financing; fluctuations in the market price of the Company's common shares; the effect of government regulation and compliance on the Company and the industry; legal and regulatory change and uncertainty; jurisdictional factors associated with international operations; foreign restrictions on the Company's operations; product development and rapid technological change; dependence on technical infrastructure; protection of intellectual property; use and storage of personal information and compliance with privacy laws; network security risks; risk of system failure or inadequacy; the Company's ability to manage rapid growth; competition; effectiveness of the Company's risk management and internal controls; use of the Company's services for improper or illegal purposes; uninsured and underinsured losses; theft & risk of physical harm to personnel; precious metal trading risks; and volatility of precious metals prices & public interest in precious metals investment; and those risks set out in the Company's most recently filed annual information form, available on SEDAR. 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 update or revise any forward-looking information, except as required by law. No stock exchange, regulation services provider, securities commission or other regulatory authority has approved or disapproved the information contained in this news release.