BitGold ‎Completes C$21.0 Million Bought Deal Financing

Jun 16, 2015

BitGold ‎Completes C$21.0 Million Bought Deal Financing

Toronto, Ontario (June 16, 2015) – BitGold Inc. (TSX-V: XAU) (“BitGold” or the “Company”) is pleased to announce that it has completed its previously announced bought deal private placement (the “Offering”) with a syndicate of underwriters led by GMP Securities L.P. and including Clarus Securities Inc., Canaccord Genuity Inc. and Dundee Securities Ltd. (collectively, the “Underwriters”). Pursuant to the Offering, the Company issued 5,750,000 common shares (the “Shares”) at a price of C$3.65 per Share, for aggregate gross proceeds of C$20,987,500. In addition to the initial 5,000,000 Shares offered, an additional 750,000 Shares were issued pursuant to the Underwriters fully exercising the Underwriters’ option.

“We’ve had the opportunity to welcome Albert D. Friedberg and FCMI Parent Co. as strategic investors in this latest offering. Having Mr. Friedberg support our mission has great significance as his writings, lectures and republishing of the book: A World in Debt, greatly assisted in the development of my conceptual framework relating to gold and markets,” said BitGold President and CEO Roy Sebag. “With the completion of this financing we have sufficient capital to execute on the first phase of our mission. We will work tirelessly to drive value to our clients, partners and welcomed new shareholders,” added Mr. Sebag. FCMI Parent Co. is a private corporation controlled by Albert D. Friedberg and members of his immediate family.

Mr. Friedberg said, “BitGold is enabling gold to re-enter the “Age of Money”. To be more specific, we are now only a short time away, though much hard, diligent, honest, well thought out work is still required, the kinds of attributes that the principals of BitGold have shown, from watching gold retake its age-old role of true, incorruptible money. I am delighted to be involved with BitGold.”

The net proceeds of the Offering are expected to be used for brand development, customer acquisition through online marketing, event marketing, ATM development and deployment, user interface development across platforms (desktop, mobile, ATM), servicing of customers and working capital.

Pursuant to the Offering, the Underwriters received a 5.0% cash commission and were issued Broker Warrants equal to 3.0% of the number of Shares issued. Each Broker Warrant is exercisable for one Share at a price of C$3.65 for a period of 24 months.

The securities issued (and issuable) pursuant to the Offering are subject to a four-month hold period expiring on October 17, 2015.

BitGold also announces that pursuant to an agreement dated May 12, 2015, BitGold engaged Dundee Securities Ltd. to perform sponsorship-level due diligence in connection with the listing of its common shares on the TSX-Venture Exchange. Subject to TSX-Venture Exchange approval, BitGold will issue 72,222 common shares to Dundee Securities Ltd. in consideration for its services. Such common shares will be subject to a hold period of four months and one day from the date of issuance.

About BitGold

BitGold’s mission is to make gold accessible and useful in digital payments and secure savings. The BitGold platform provides innovative solutions to the challenge of transacting with fully allocated and securely vaulted gold. BitGold accounts are free and convenient to open by anyone, anywhere* in just minutes. BitGold provides users with a secure vault account to purchase gold using a variety of electronic payment methods. The platform will also provide transaction capability including: instant cross-border gold payments, merchant invoicing and processing for gold, debit card spending of gold at traditional points of sale, conversions to a customer’s external digital-wallet or bank, and physical gold redemptions. All physical gold acquired through the platform is owned by the customer, stored in vaults administered by The Brink’s Company, acting through Brink’s Global Vault Services International, Inc. (“Brink’s”), which insures gold through third party insurance providers.

As previously announced, BitGold has entered into an acquisition agreement to purchase the operating and intellectual property assets of GoldMoney Network Limited (“GoldMoney”), subject to regulatory approvals and other customary closing conditions.

BitGold is a Canadian corporation with offices in Toronto, Canada, and Milan, Italy. BitGold has partnered with established professionals in bullion dealing, vault security and web security, payment processing, and is committed to best-practice systems for compliance with all applicable laws and regulations regarding anti-money Laundering (“AML”) and Know Your Customer (“KYC”).

*The BitGold Platform will not initially be available to U.S. Residents and will be unavailable to residents of sanctioned countries

About GoldMoney

GoldMoney, 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 online 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.

For more information, please contact:

Josh Crumb
Co-founder and Chief Strategy Officer
BitGold Inc.
Tel.: 647-494-9042

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy of this release.

Forward-Looking Information

This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws that are based on expectations, estimates and projections as at the date of this news release. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. 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, receipt of regulatory approvals and, generally, the completion of the acquisition on the terms as described if at all; the Company’s limited operating history; future capital needs and uncertainty of additional financing; the competitive nature of the industry; unproven markets for the Company’s product offering; volatility of gold prices and public interest in gold investment; lack of regulation and customer protection; the need for the Company to manage its planned growth and expansion; the effects of product development and need for continued technology change; protection of proprietary rights; the effect of government regulation and compliance on the Company and the industry; network security risks; the ability of the Company to maintain properly working systems; foreign currency and gold trading risks; use and storage of personal information and compliance with privacy laws; use of the Company’s services for improper or illegal purposes; global economic and financial market conditions; uninsurable risks; and those risks set out in the Company’s public documents filed on 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 revise or update any forward-looking information other than as required by applicable securities legislation.