TORONTO–(BUSINESS WIRE)–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.
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.
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