Goldmoney Inc. Announces Sale of Schiff Gold LLC and Intention to Cancel SecuritiesSep 27, 2023
TORONTO – (September 26, 2023) – Goldmoney Inc. (TSX:XAU) (US:XAUMF) (“Goldmoney” or the “Company”), today announces that it has signed a binding term sheet (the “Term Sheet”) with PDS Family Hycet Trust (the “Purchaser”) to sell all of its membership interest in its wholly-owned subsidiary, Schiff Gold LLC. (“SGL”).
Pursuant to the Term Sheet, the Purchaser will exchange 212,600 common shares of Goldmoney (the “Goldmoney Shares”) and 280,000 common share purchase warrants of Goldmoney (the “Goldmoney Warrants” and, together with the Goldmoney Shares, the “Goldmoney Securities”) in consideration for all of Goldmoney’s membership interests in SGL (the “Transaction”). The Goldmoney Shares shall have a deemed value of approximately CAD $1,798,596 (equivalent to CAD$8.46 per share for 212,600 Goldmoney Shares). The Goldmoney Warrants were issued in tranches of 140,000, 70,000 and 70,000, with exercise prices of $25.00, $27.50 and $33.75, respectively, and an expiry date of November 14, 2026. The Goldmoney Securities are currently held by the Purchaser and were issued when Goldmoney acquired SGL in 2016.
The Transaction will be subject to additional closing conditions which are to be enumerated in a subsequent definitive agreement between Goldmoney and the Purchaser. Upon completion of the Transaction, Goldmoney intends to cancel the Goldmoney Securities (the “Cancellation”).
“Since November of 2022, the Board of Directors has been reviewing strategic options for Schiff Gold that would allow Goldmoney to focus on its core business strategy of generating sustainable earnings per share. Following this strategic review, we have made the decision to return the business to Peter Schiff, from whom we acquired it in 2016, and Peter has agreed to return to Goldmoney the securities which were originally issued to him at that date. We believe this decision will further simplify our operating structure and provide shareholders with a better understanding of our long-term economic results.”
“It has been a unique pleasure to work closely with Peter as well as the employees at Schiff Gold over the past 7 years and we remain open to future potential synergies between the two companies that may benefit from our technological expertise and intellectual property. We wish Peter and Schiff Gold all the best and hope to see the business continue to prosper as a trusted precious metal coin dealer,” said Roy Sebag, founder, and CEO of Goldmoney.
“I want to thank Roy Sebag and James Turk for their efforts and support over the years, and I am glad to have helped them pursue the goal of returning gold to its rightful role as money. I wish them and Goldmoney well as they embark on the next leg of their journey. I am excited about owning my company again, and look forward to taking the business to the next level. I also look forward to working with Goldmoney in the future on projects that serve our mutual interest,” said Peter Schiff, founder of SGL.
Under applicable securities regulations, Mr. Schiff is a related party of SGL (being an affiliated entity of Goldmoney) and a control person of the Purchaser. Accordingly, the Transaction is considered a related party transaction under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt from the formal valuation and minority approval requirements under MI 61-101 respecting the Transaction as the fair market value of the Goldmoney Securities does not exceed 25% of the Company’s market capitalization.
The Transaction and the Cancellation will be made as an exempt issuer bid pursuant to section 4.7 of National Instrument 62-104 Takeover Bids and Issuer Bids (“NI 62-104”). The price per Goldmoney Share has been calculated to comply with the requirements of section 1.11 of NI 62-104.
The Transaction and the Cancellation are subject to all applicable regulatory approvals, including that of the Toronto Stock Exchange.
About Goldmoney Inc.
Founded in 2001, Goldmoney (TSX:XAU) is a TSX listed company invested in the real economy. The leading custodians and traders of precious metals, Goldmoney Inc. also owns and operates businesses in jeweler manufacturing, and property investment. For more information about Goldmoney, visit goldmoney.com.
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