Purchase and exercise of warrants adds to
Menē’s working capital
Goldmoney Inc. (TSX:XAU) (US:XAUMF) (“Goldmoney”), a
precious metal financial service and technology company, and Menē
Inc. (TSX-V:MENE) (US:MENEF) (“Menē”), an online 24-karat
jewelry brand, today announced that Goldmoney has agreed to
increase its equity stake in Menē Inc.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20190703005104/en/
Goldmoney has agreed to purchase from Roy Sebag, the Chief
Executive Officer of Menē and Chief Executive Officer of Goldmoney,
12,259,002 Class A common share purchase warrants (the
“Warrants”) for aggregate gross proceeds of $1.00 (the
“Warrant Purchase Transaction”). Each whole Warrant entitles
the holder to purchase one Class A common share of Menē (“Class
A Share”) for the payment of $0.10 per share until July 11,
2020.
Upon closing of the Warrant Purchase Transaction, Goldmoney will
exercise the Warrants, providing Menē with $1,225,900 of additional
working capital. As additional consideration for the Warrant
Purchase Transaction, Goldmoney has agreed to reduce the payable
Menē owes to it by $1,824,100.
Goldmoney and Menē are pleased to enter into this investment and
payment arrangement to further increase the equity stake of
Goldmoney in Menē. The Warrant Purchase Transaction is subject to
regulatory approval, including the approvals of the Toronto Stock
Exchange and the TSX Venture Exchange.
Related Party Transaction
The Warrant Purchase Transaction is a related party transaction
within the meaning of Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions (“MI
61-101”); however, minority approval requirements under MI
61-101 do not apply pursuant to section 5.7(a) as the consideration
for the Warrants do not exceed 25% of the market capitalization of
either Mene or Goldmoney. Moreover, Goldmoney and Mene are exempted
from the formal valuation requirements under section 5.4 of MI
61-101 pursuant to section 5.5(a) thereof. Each independent
director of Mene and Goldmoney have approved the Warrant Purchase
Transaction between Goldmoney and Roy Sebag and there has been no
contrary view or abstention by any independent director. Upon
conversion of the Warrants into Class A Shares, Goldmoney will have
ownership, control or direction over 76,773,053 Class B common
shares of Mene (“Class B Shares”) and 12,259,002 Class A
Shares (representing 56% and 11.4% of the issued and outstanding of
each class of Mene shares, respectively).
Early Warning Disclosure
Goldmoney does not currently own, control or have direction over
any Class A Shares. Upon closing of the Warrant Purchase
Transaction, Goldmoney will hold 12,259,002 Warrants or 11.4% of
the issued and outstanding Class A Shares on a partially-diluted
basis before exercise, and 11.4% on a non-diluted basis after
exercise. The Class A Shares were acquired by Goldmoney for
investment purposes, and depending on market and other conditions,
Goldmoney may from time to time in the future increase or decrease
their ownership in, control or direction over securities of the
Mene through market transactions, private agreements, or otherwise.
For the purposes of this notice, the address of Goldmoney is 334
Adelaide Street West, Toronto, Ontario M5V 1R4.
In satisfaction of the requirements of the National Instrument
62-104 - Take-Over Bids And Issuer Bids and National Instrument and
62-103 - The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues, an early warning report respecting the
acquisition of Warrants by Goldmoney will be filed under Mene’s
SEDAR Profile at www.sedar.com upon closing of the Warrant Purchase
Transaction.
About Goldmoney Inc.
Goldmoney Inc. (TSX:XAU) is a precious metal focused company
that safeguards $1.8 billion of assets owned by clients located in
over 150 countries. The company’s activities include: sale and
purchase of precious metals and their storage through
Goldmoney.com, online jewelry retailing through Mene.com
(TSX-V:MENE), coin and bar sales and purchases through
SchiffGold.com, and gold and silver collateralized lending and
borrowing through LendBorrowTrust.com. Through these businesses
Goldmoney provides its shareholders with long-term exposure to the
precious metals. For more information about Goldmoney, visit
goldmoney.com.
About Menē Inc.
Menē crafts pure 24 karat gold and platinum jewelry that is
transparently sold by gram weight. Through mene.com, customers may
buy jewelry, monitor the value of their collection over time, and
sell or exchange their pieces by gram weight at prevailing market
prices. Menē was founded by Roy Sebag and Diana Widmaier-Picasso
with a mission to restore the relationship between jewelry and
savings. Menē empowers consumers by marrying innovative technology,
timeless design, and pure precious metals to create beautifully
crafted jewelry that endures as a store of value.
For more information about Menē, visit mene.com.
Neither the TSX, the TSX-V nor their Regulation Services
Providers (as that term is defined in the policies of the TSX
Venture Exchange and the TSX Company Manual) accept responsibility
for the adequacy or accuracy of this release.
Forward‐Looking Statements – Goldmoney
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. 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 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; the ability
to identify opportunities for growth internally and through
acquisitions and strategic relationships on terms which are
economic or at all; 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
www.sedar.com. 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.
Forward-Looking Statements - Menē
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 Menē Inc. 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: the Company’s objectives,
goals or future plans in respect of the use of proceeds; global
economic climate; dilution; the Company’s limited operating
history; future capital needs and uncertainty of additional
financing; the competitive nature of the industry; currency
exchange risks; the need for the Company to manage its planned
growth and expansion; the effects of product development and need
for continued technology and manufacturing 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;
theft and risk of physical harm to personnel; reliance on key
personnel; global economic and financial market deterioration
impeding access to capital or increasing the cost of capital;
volatile securities markets impacting security pricing unrelated to
operating performance; and, those risks set out in the Company’s
disclosure documents available on www.sedar.com. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190703005104/en/
Media and Investor Relations Inquiries for Goldmoney: Renee
Wei Director of Global Communications Goldmoney Inc. +1 647 494
0296 renee.wei@goldmoney.com
Steve Fray Chief Financial Officer Goldmoney Inc. +1 647
499 6748
Media and Investor Relations Inquiries for Menē: Renee
Wei Head of Investor Relations Menē Inc. +1 647 494 0296
ir@mene.com
Robert Lee Chief Financial Officer Menē Inc.
robert@mene.com
GoldMoney (TSX:XAU)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
GoldMoney (TSX:XAU)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024
