TORONTO – (September 17, 2018) – Goldmoney Inc. (TSX: XAU) (“Goldmoney”), a precious metal financial service and technology company provides the following update in connection with its 35% shareholding in the luxury e-commerce jewelry company Menē Inc. (“Menē”), as previously announced on June 15, 2017 and December 1, 2017.
Conditional Approval and Submission to Shareholders for Approval
Goldmoney is pleased to announce that Menē has received conditional approval from the TSX Venture Exchange (the “Exchange”) for the proposed reverse take-over transaction between Menē and Amador Gold Corp. (“Amador”), subject to the satisfaction of certain conditions, including obtaining shareholders’ approval for the transaction from both Menē and Amador and final acceptance from the Exchange. Upon completion of the reverse take-over transaction, the subordinate voting shares (“Class B Shares”) of Menē will be listed on the TSXV under the stock symbol: MENE as early as October 2018.
Spinning off Goldmoney Inc. Stake in Menē to Shareholders
As part of its long-term spin-off strategy disclosed in its December 1, 2017 press release, the Board of Directors of Goldmoney Inc. may choose to complete a return of stated capital by distributing its currently held Menē Class B Shares, in whole or in part, to shareholders of Goldmoney on a pro rata basis. At the next annual and special meeting of shareholders to be held on October 1, 2018, the shareholders of Goldmoney will be asked to vote on a special resolution to authorize Goldmoney to reduce its stated capital by distributing Class B shares in the capital of Menē that Goldmoney owns on a pro rata basis to all shareholders of Goldmoney (the “Return of Stated Capital Shares”) from time to time. This resolution will permit Goldmoney Inc. to complete such distributions in the future as shares of MENE begin to trade.
The Return of Stated Capital Shares is subject to the receipt of all required regulatory approvals by Goldmoney, approval of the shareholders of Goldmoney and the completion of the reverse take-over transaction between Menē and Amador. The Board of Goldmoney may in its sole discretion decide not to proceed with the Return of Stated Capital Shares and there is no guarantee the Return of Stated Capital Shares will occur. Further details regarding the Return of Stated Capital Shares can be found in Goldmoney’s management information circular dated August 27, 2018, which has been filed with applicable securities regulatory authorities and can be accessed at www.sedar.com.
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 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 pieces which endure as a store of value. For more information about Menē, visit: mene.com.
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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. (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: 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; 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.