Goldmoney Announces Spinoff Strategy and Public Listing of Menē Inc. on TSX Venture ExchangeDec 1, 2017
TORONTO – (December 1, 2017) – Goldmoney Inc. (TSX:XAU) (“Goldmoney”) (the “Company”), a precious metal financial service and technology company, today announced that investee company Menē Inc. will complete a listing transaction on the TSX Venture Exchange through a business combination with Amador Gold Corp. (TSXV:AGX/H). Additionally, Goldmoney provided insight into the transaction and the long-term strategy agreed to by the board for distributing its 32% ownership stake in Menē Inc. to Goldmoney shareholders. The transaction is subject to regulatory approval. Additional details are included in the Amador Gold Corp. press release available on SEDAR: http://www.sedar.com/DisplayProfile.do?lang=EN&issuerType=03&issuerNo=00007733.
The Creation of Menē and Investment by Goldmoney Inc.
Menē Inc. was founded by Roy Sebag in early 2016 as an exploratory venture within Goldmoney Inc., which was incorporated in Delaware in November 2016. Co-Founder and Chief Artistic Officer Diana W. Picasso joined the venture in early 2017. In March of 2017, multifaceted designer Sunjoo Moon joined as Creative Director.
As the project gained momentum, it became apparent that both the opportunity and investment were greater than originally conceived. Based on the projected capital requirements, higher risk-reward parameters, divergent business model, and stringent voting-control requisites imposed by the Picasso family, the Goldmoney board ultimately decided to limit the Company’s investment in Menē Inc. sharing in the risk with outside investors, primarily comprised of the founders and other important stakeholders in the venture.
Menē has built the core infrastructure necessary to achieve its business mission of retailing 24 karat gold and platinum investment jewelryTM by weight at prevailing prices for precious metals. Key events necessary as part of the de-risking the proof of concept include:
- The investment in an independent jewelry manufacturing operation in New Jersey, USA.
- The acquisition, importation, and installation of custom machinery from Italy, Rhode Island, and other locations around the world.
- The build out of a proprietary vaulting, fulfilment, and buy-back facility in a joint venture with Brink’s Global Services in New Jersey, USA.
- The development of an artistic and creative team led by Diana W. Picasso and Sunjoo Moon which has already designed nearly 1,500 SKUs, including: bracelets, earrings, necklaces, pendants, rings, and gifts.
- The engineering and development of a proprietary technology and e-commerce platform (mene.com) that manages: the real-time pricing of all inventory by gram weight, sales via multiple payment options, buy-backs, customer relationship management, wish lists, gifting, and refer-a-friend.
- The development and branding of unique Menē packaging and luxury user experience with the leading packaging manufacturer in the fashion and lifestyle industries.
- The negotiation and execution of a multi-million dollar inventory facility with a leading institutional bank.
- The collaboration with Karla Otto, a leading fashion consultancy, for digital communications, social media, and public relations.
- Hiring of key personnel in fashion, design, customer service, logistics, and jewelry manufacturing in Paris, Toronto, and New Jersey.
- The launch of the business in private-beta, and successful sale and shipment of jewelry to multiple countries in just two weeks of beta-operations.
Virtually all of these events were successfully achieved due to the direct contributions of Mr. Sebag and Ms. W. Picasso as founders of Menē Inc. operating independently from Goldmoney.
Exclusive Distribution Agreement with Goldmoney
As previously discussed in the press release dated June 15, 2017, Menē and Goldmoney entered into a 10-year exclusive agreement whereby Menē will purchase and sell precious metals directly through Goldmoney. Additionally, Goldmoney was provided with the option to distribute Menē jewelry to Goldmoney clients at what is effectively Menē’s cost. This agreement implies that effectively each $1 of jewelry sold on Mene.com will result in $1 of revenue and $.05 cents of gross profit to Goldmoney Inc. Moreover, Goldmoney’s investment in the venture has resulted in a 31% economic stake that is sizeable and has become increasingly more valuable.
Spinning Off Goldmoney Inc. Stake in Menē to Shareholders and Rationale for RTO Process
As Menē grows and scales its operations, the company requires its own independent sources of capital from institutional investors that are experienced with the luxury and fashion sectors. Several investors have already approached the company expressing their interest in investing and at favorable valuations. Given the group’s track record with the listing and execution of the Goldmoney (formerly BitGold) business, a decision was made in the summer to seek a target for a reverse take-over going public transaction (RTO). The most salient considerations for this process vs. a direct prospectus listing were: desire to expeditiously separate the Menē Balance Sheet, Income Statement, and business performance from Goldmoney’s own financial results under IFRS, the timing and costs associated with both alternatives, and the ability to distribute Goldmoney Inc.’s shares of Menē to investors in tranches, over-time.
Public Listing Through Business Combination with Amador Gold
Following an extensive due diligence process whereby management had reviewed several dozen targets, a decision was made to enter into an agreement with Amador Gold Inc. (TSXV: AGX.H), a TSX Venture listed publicly traded company with roughly $400,000 in cash and no liabilities. Pursuant to the RTO, Amador Gold will acquire 100% of Menē Inc. at a deemed valuation of $27 million. This will result in the issuance of 163,696,602 Class A Superior Voting Shares and 82,350,000 Class B Subordinate Voting Shares. Only the Class B shares, of which Goldmoney Inc. owns 79,800,000, will be trading on the TSX Venture with the Class A shares primarily owned by Mr. Sebag and Ms. W. Picasso.
At the deemed amalgamation price of 11 cents, Menē Inc. and therefore Goldmoney Inc. shareholders are achieving a go-public event at a cost of around $250,000, which represents the excess value attributed to Amador Gold shares beyond the cash per share value of 7 cents per share in that company.
Menē Inc. Board of Directors
As disclosed in Menē’s October 19, 2017 press release, Menē has appointed a leading Board of Directors with experience in Luxury, Fashion, Tech, and Art.
Roy Sebag – Chairman – Chief Executive Officer
Roy Sebag is an entrepreneur who has enjoyed a successful 15-year career in diverse industries ranging from technology, precious metals, and investment management.
Mr. Sebag began his career as a portfolio manager founding a hedge-fund that specialized in contrarian investing in global public equity markets. His training and evolution as a contrarian investor conditioned him to think differently in other realms such as economics, philosophy, and history. It was this mind-set which led him to be one of the few investors who predicted and capitalized on the 2008 financial crisis. During this period, he invested in gold mining and natural resource assets studying geology, engineering, and physics. He also authored the world’s most comprehensive ranking of gold deposits, which is still relied upon as a trusted industry reference.
Ultimately, these experiences helped lead to the creation of Goldmoney® which has become the world’s largest gold savings and payments platform in less than 3 years, signing up clients in over 150 countries who now entrust the firm with nearly $2 billion of their precious metal savings.
Mr. Sebag is an independent writer and scholar on the history of precious metals, money, and jewelry. The idea for Menē was conceived as a direct result of his extensive inquiry and writing about the global jewelry industry. Along with his friend Diana W. Picasso, he hopes to create a paradigm shift in how consumers view jewelry, restoring the ancient wisdom of jewelry as a store of enduring value.
In 2012 Mr. Sebag established the Braavos Foundation which makes philanthropic investments supporting exceptional organizations that tackle important social issues. Braavos Foundation has supported organizations including: Gordon Parks Foundation, Global Witness, Seeds of Africa Fund, Pencils of Promise, Foundational Questions Institute, and Bergson Institute.
Diana W. Picasso – Director – Chief Artistic Officer
Diana Widmaier-Picasso is an art historian and curator specialized in modern and contemporary art. She holds a master degree in Art History (Paris-Sorbonne) and a master degree in business law (Paris-Assas). She is the author of the forthcoming catalogue raisonné of Pablo Picasso’s sculptures.
She has written many essays about her grandfather including “Pablo Picasso’s Sheet-Metal Sculptures, Vallauris 1954-1965: Design, Materials and Experimentation” (in cat. exh. Sylvette, Sylvette, Sylvette. Picasso and the Model, Kunsthalle Bremen, Münich, Prestel, 2014), “Picasso Finished/Unfinished”, (in cat. exh. Unfinished: Thoughts left visible, New York, The Metropolitan Museum of Art, New Haven, Yale University Press, 2016), and “Marie-Thérèse Walter, muse de Boisgeloup”, Boisgeloup, l’atelier normand de Picasso (in cat. exh., Rouen, Réunion des musées métropolitains de Rouen-Normandie, Artlys Editions, 2017).
She has curated major exhibitions such as “Picasso and Marie-Thérèse: L’amour fou” (Gagosian Gallery, New York, 2011), “Picasso.Mania” (Grand Palais, Paris, 2015-2016), “Picasso’s Picassos: A Selection from the Collection of Maya Ruiz-Picasso” (Gagosian Gallery, New York, 2016-2017), and “Desire” (Deitch Gallery, Miami Basel 2016).
Shireen Jiwan – Director
Shireen Jiwan is the founder and CEO of Sleuth, the leading brand consultancy at the intersection of luxury, lifestyle and technology. Named in part for Shireen’s signature discrete working style, Sleuth’s strategy work is behind some of the world’s most influential brands, including Microsoft, Amazon, Netflix, Ralph Lauren, Rolex, DeBeers, Creative Artists Agency, Harry Winston, Xbox, PepsiCo, Target Style, The Coca-Cola Company and others.
A challenger-brand champion, Shireen builds category-disruptive, business-driving brand narratives from the inside out. Her activation plans engage all channels and departments, turning everything from retail and e-Com design to social media and product design into powerful messaging channels and margin-drivers.
Prior to Sleuth, Shireen held senior strategic planning positions at agencies WPP, Ogilvy & Mather, and Fallon Worldwide. Her breakthrough agency planning work resulted in myriad awards including Cannes, Effie, Clio One Show (Gold) and D&AD. Most recently, Shireen served as Chief Brand Experience Officer where she re-activated the long-dormant fashion brand by drawing a new generation of loyal fans.
Shireen enjoys ongoing pro bono work for the YMCA and Free Arts for Abused Children and teaches progressive brand building at Columbia Business School and The University of Washington Foster School of Business.
Tommaso Chiabra – Director
Tommaso Chiabra is a member of the Board of Directors of Menē Inc.
After earning a degree in Communication from IULM University of Milan (Italy), Mr. Chiabra went on to found a series of successful ventures in the event marketing, maritime, and luxury goods sectors.
In 2010 he founded World Wide Events where he produced luxury events for companies such as Persol, Luxottica, and Formula One.
In 2015 he founded Royal Yacht Brokers, which has become one of the leading luxury yacht-rental services in the world brokering nearly 2,000 mega yachts for charter worldwide. In 2016 Mr. Chiabra became a principal investor in Berenford Eyewear which has rapidly become one of the leading independent luxury eyewear companies.
He joined Menē in 2017 as both an early investor and consultant, with responsibility for strategic messaging, communications, and brand positioning. He is also an Advisory Board Member of the United Nations Children’s Fund (UNICEF) and is an active philanthropic supporter of The Foundation for AIDS Research (amfAR).
Josh D. Crumb – Director
Mr. Crumb is the co-founder of Goldmoney Inc. and has served as its Chief Strategy Officer and Director since 2014, and its Chief Financial Officer since 2017. Mr. Crumb was previously an Executive Director at Goldman Sachs – the Senior Metals Strategist in the Global Economics, Commodities and Strategy Research Division in London; a co-founder and Chief Financial Officer of Coffee Flour, and a Director of Corporate Development at the Lundin Group of Companies. Mr. Crumb holds a Master of Science in Mineral Economics, a Graduate Certificate in International Political Economy, and a Bachelor of Science degree in Engineering from the Colorado School of Mines.
Long-Term Strategy for Goldmoney Inc. Shares in the Publicly Traded Menē Inc.
The Menē Inc. board has advised Goldmoney that it may conduct a share consolidation following the completion of the transaction and initiation of trading. Goldmoney Inc. currently intends to distribute at least 50% of the Class B tradeable shares of Menē Inc. to Goldmoney shareholders in separate tranches over time, though no such distribution will occur until an official notice is made, and there is no present commitment that Goldmoney will proceed with such plan. Based on the present capital structure plans of Menē, it is the intention of Goldmoney to eventually distribute one share of Menē for every one share of Goldmoney Inc. owned by investors as of Monday, December 25, 2017.
Menē Inc. Proposed Stock Symbol and Investor Presentation
The Company is pleased to report that it has reserved the stock symbol: “MENE” with the TSX Exchange. An Investor Presentation for Menē is available at the following link: https://mene.com/corporate/investor-relations
“We are pleased with the progress of Menē and look forward to the proposed Transaction and subsequent financing possibilities, which should ultimately benefit Goldmoney both through our equity investment as well as the potential for new revenue and new markets as Menē becomes an important Goldmoney customer.” said James Turk, Lead Director of Goldmoney. “On behalf of the board and management of Goldmoney, we wish Diana and Roy the best of luck as they continue to build-out this disruptive idea, and I am confident that both Roy and Josh will capably represent the interests of Goldmoney shareholders on the Menē Board.”
“While Roy and Diana were very passionate and had a clear vision with Menē, the Goldmoney board has maintained that the manufacturing and marketing of jewelry falls outside of the capital mandate of an early stage financial technology company. Therefore, we believe the proposed Transaction achieves the proper risk/reward from the perspective of Goldmoney shareholders, as we seed-funded a potentially important customer to the Goldmoney ecosystem and now own over a third of what could become a valuable stake post-transaction. We have also secured an additional source of revenue to Goldmoney with no additional capital, marketing, or customer service costs.,” said Josh Crumb, CFO of Goldmoney.
“As with the original BitGold journey, going public in Canada should prove to be an important step for the promising venture of Menē,” said Roy Sebag, CEO of Goldmoney. “At this stage of my career, I have come to value the operational discipline, reporting, and transparency which are incumbent upon running a publicly traded company. It is my sincere belief that those requisites enhance the potential for success when a business model requires establishing customer trust and relies upon sizeable capital investment. While it’s obviously early, I feel good about how far we have come in terms of de-risking the business concept and demonstrating the global opportunity. I believe the economic potential for Menē is significant but in order to succeed, we will need to scale swiftly. This will require further capital investment in manufacturing, marketing, and a network of global stores. I look forward to continuing creating value for Goldmoney and Menē shareholders as we embark on a very exciting journey to build the world’s first global investment jewelry brand.”
About Goldmoney Inc.
Goldmoney Inc., a financial service company traded on the Toronto Stock Exchange (TSX:XAU), is a global leader in precious metal investment services and the world’s largest precious metals payment network. Safeguarding nearly $2 billion in assets for clients located in more than 150 countries, Goldmoney is focused on a singular mission to make precious metals-backed savings accessible to all. Powered by Goldmoney’s patented technology, the Goldmoney® Holding is an online account that enables clients to invest, earn, or spend gold, silver, platinum, palladium and cryptocurrencies that are securely stored in insured vaults in seven countries. All bullion assets are fully allocated and physically redeemable property. Goldmoney Wealth Limited is regulated by the Jersey Financial Services Commission (JFSC) as a Money Services Business. Goldmoney Network is a reporting entity to the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC), and is registered with the Financial Crimes Enforcement Network (FinCEN) in the U.S. For more information about Goldmoney, visit goldmoney.com.
About Menē Inc.
Menē designs, manufactures, and markets pure 24 karat gold and platinum investment jewelry™ that is sold direct-to-consumer in 80 countries. Through mene.com, customers can buy, sell, and exchange Menē jewelry by gram weight at the prevailing market prices for gold and platinum plus a transparently disclosed design and manufacturing fee.
Menē was founded by Roy Sebag and Diana W. Picasso with a mission to restore the ancient tradition of jewelry as a store of enduring value by combining innovative technology with timeless design.
Learn more at www.mene.com
Media and Investor Relations inquiries:
Director of Global Communications
Chief Strategy Officer
+1 647 499 6748
Completion of the Business Combination is subject to a number of conditions, including but not limited to, receipt of all required approvals by shareholders of Amador and Menē, respectively, and final acceptance of the Business Combination by the TSX Venture Exchange. The Business Combination cannot close until the required shareholder approvals are obtained. There can be no guarantee that the Business Combination will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Business Combination, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Resulting Issuer should be considered highly speculative.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of the release.
Except for statements of historical fact relating to Menē, the information contained herein constitutes forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Except as required by applicable securities requirements, Menē undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.