Goldmoney Inc. (TSX:XAU) (“Goldmoney”), a precious metal
financial service and technology company, today announced it
intends to enter into a share purchase agreement to repurchase for
cancellation a total of 3,000,000 common shares of Goldmoney (the
“Shares”) at a price of $2.00 per Share (the “Transaction Price”),
for a total consideration of $6,000,000, from Roy Sebag, an
executive officer and director of Goldmoney (the “Transaction”).
The Transaction Price represents a discount of 12.3% to the closing
price of the Shares on the Toronto Stock Exchange (the "TSX") on
July 10, 2020, and a discount of 11.8% to the average closing price
of the Shares on the TSX for the prior twenty trading days.
The Board of Directors believes the underlying value of
Goldmoney may not be reflected in the market price of its common
shares. The Board of Directors has determined that the repurchase
of the Shares from the Mr. Sebag at a value less than the market
price of the Shares represents a prudent allocation of Goldmoney’s
financial resources and is consistent with its previous normal
course issuer bid. Upon conclusion of the Transaction, the Board of
Directors has determined that Goldmoney will retain sufficient
working capital to maintain and expand its business.
Mr Sebag is selling the Shares to facilitate settlement of
matrimonial matters and is not receiving any of the proceeds. He
has not previously sold any shares, and he has requested that his
annual compensation continue to be paid in RSUs under the Company’s
Restricted Share Unit Plan.
The Transaction constitutes a "related party transaction", as
such term is defined in Multilateral Instrument 61-101 - Protection
of Minority Security Holders in Special Transactions and Companion
("MI 61-101"). Goldmoney is relying on an exemption from the formal
valuation requirement provided under section 3.4(b) of MI 61-101 on
the basis that the proposed issuer bid is being made for securities
for which a liquid market exists and it is reasonable to conclude
that, following the completion of the bid, there will be a market
for holders of the securities who do not tender to the bid that is
not materially less liquid than the market that existed at the time
of the making of the bid. Goldmoney is also relying on exemptions
from the formal valuation and minority shareholder approval
requirements provided under MI61-101 on the basis that the
participation in the Transaction by Mr. Sebag does not exceed 25%
of the fair market value of the Company’s market
capitalization.
Immediately prior to the Transaction, Mr. Sebag owned 19,395,599
Shares, representing approximately 24.90% of the issued and
outstanding Shares on a non-diluted basis, and approximately 25.55%
of the issued and outstanding Shares on a partially diluted basis.
Upon completion of the Transaction, Mr. Sebag will own 16,395,599
Shares, representing approximately 21.89% of the issued and
outstanding Shares on a non-diluted basis, and approximately 22.60%
of the issued and outstanding Shares on a partially diluted basis.
For the purposes of this notice, the address of Mr. Sebag is 334
Adelaide St. W, Suite 307, Toronto, ON M5V 1R4.
In satisfaction of the requirements of the National Instrument
62-104 - Take-Over Bids and Issuer Bids and National Instrument
62-103 - The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues, an Early Warning report respecting the
disposition of Shares by Mr. Sebag will be filed under Goldmoney’s
SEDAR Profile at www.sedar.com.
The Transaction was approved by the independent directors. A
material change report respecting the Transaction will be filed
less than 21 days before closing which will occur immediately. This
abbreviated period is reasonable and necessary in the circumstance
as the Company wishes to complete the transaction in a timely
manner. A copy of such material change report will be provided to
any shareholder of the Company upon request, without charge.
About Goldmoney Inc.
Goldmoney Inc. (TSX:XAU) is a precious metal focused financial
service and technology company. Through its ownership of various
operating subsidiaries, the company is engaged in precious metal
investment, custody and storage, jewelry, coin retailing, and
lending. Goldmoney manages and oversees in excess of $2.0 billion
in assets for clients around the world. The company’s operating
subsidiaries include: Goldmoney.com, Menē Inc. (TSXV: MENĒ),
SchiffGold.com, and Lend & Borrow Trust. Through these
businesses and other investment activities, Goldmoney gains
long-term exposure to precious metals. For more information about
Goldmoney, visit goldmoney.com.
Forward‐Looking Statements
This news release contains or refers to certain forward‐looking
information 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: statements about the board
of directors of the Company’s belief that the NCIB is advantageous
to shareholders and that underlying value of the Company may not be
reflected in the market price of the common shares and whether the
Company will purchase any common shares under the NCIB; 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200713005118/en/
Media and Investor Relations inquiries: Renee Wei
Director of Global Communications Goldmoney Inc.
renee.wei@goldmoney.com Steve Fray Chief Financial Officer
Goldmoney Inc. +1 647-499-6748
GoldMoney (TSX:XAU)
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