Goldmoney Inc. Announces Sale of Schiff Gold LLC and Intention to Cancel Securities (2024)

Toronto, Ontario--(Newsfile Corp. - September 26, 2023) - Goldmoney Inc. (TSX: XAU) (US: XAUMF) ("Goldmoney" or the "Company"), today announces that it has signed a binding term sheet (the "Term Sheet") with PDS Family Hycet Trust (the "Purchaser") to sell all of its membership interest in its wholly-owned subsidiary, Schiff Gold LLC. ("SGL").

Pursuant to the Term Sheet, the Purchaser will exchange 212,600 common shares of Goldmoney (the "Goldmoney Shares") and 280,000 common share purchase warrants of Goldmoney (the "Goldmoney Warrants" and, together with the Goldmoney Shares, the "Goldmoney Securities") in consideration for all of Goldmoney's membership interests in SGL (the "Transaction"). The Goldmoney Shares shall have a deemed value of approximately CAD $1,798,596 (equivalent to CAD$8.46 per share for 212,600 Goldmoney Shares). The Goldmoney Warrants were issued in tranches of 140,000, 70,000 and 70,000, with exercise prices of $25.00, $27.50 and $33.75, respectively, and an expiry date of November 14, 2026. The Goldmoney Securities are currently held by the Purchaser and were issued when Goldmoney acquired SGL in 2016.

The Transaction will be subject to additional closing conditions which are to be enumerated in a subsequent definitive agreement between Goldmoney and the Purchaser. Upon completion of the Transaction, Goldmoney intends to cancel the Goldmoney Securities (the "Cancellation").

"Since November of 2022, the Board of Directors has been reviewing strategic options for Schiff Gold that would allow Goldmoney to focus on its core business strategy of generating sustainable earnings per share. Following this strategic review, we have made the decision to return the business to Peter Schiff, from whom we acquired it in 2016, and Peter has agreed to return to Goldmoney the securities which were originally issued to him at that date. We believe this decision will further simplify our operating structure and provide shareholders with a better understanding of our long-term economic results."

"It has been a unique pleasure to work closely with Peter as well as the employees at Schiff Gold over the past 7 years and we remain open to future potential synergies between the two companies that may benefit from our technological expertise and intellectual property. We wish Peter and Schiff Gold all the best and hope to see the business continue to prosper as a trusted precious metal coin dealer," said Roy Sebag, founder, and CEO of Goldmoney.

"I want to thank Roy Sebag and James Turk for their efforts and support over the years, and I am glad to have helped them pursue the goal of returning gold to its rightful role as money. I wish them and Goldmoney well as they embark on the next leg of their journey. I am excited about owning my company again, and look forward to taking the business to the next level. I also look forward to working with Goldmoney in the future on projects that serve our mutual interest," said Peter Schiff, founder of SGL.

Under applicable securities regulations, Mr. Schiff is a related party of SGL (being an affiliated entity of Goldmoney) and a control person of the Purchaser. Accordingly, the Transaction is considered a related party transaction under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the formal valuation and minority approval requirements under MI 61-101 respecting the Transaction as the fair market value of the Goldmoney Securities does not exceed 25% of the Company's market capitalization.

The Transaction and the Cancellation will be made as an exempt issuer bid pursuant to section 4.7 of National Instrument 62-104 Takeover Bids and Issuer Bids ("NI 62-104"). The price per Goldmoney Share has been calculated to comply with the requirements of section 1.11 of NI 62-104.

The Transaction and the Cancellation are subject to all applicable regulatory approvals, including that of the Toronto Stock Exchange.

About Goldmoney Inc.

Founded in 2001, Goldmoney (TSX: XAU) is a TSX listed company invested in the real economy. The leading custodians and traders of precious metals, Goldmoney Inc. also owns and operates businesses in jeweler manufacturing, and property investment. For more information about Goldmoney, visit goldmoney.com.

Media and Investor Relations inquiries:

Mark Olson
Chief Financial Officer
Goldmoney Inc.
+1 647 250 7098

Forward-Looking Statements

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, including information regarding the merits of the Transaction and the Cancellation. 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 ability of Goldmoney to complete the Transaction and the Cancellation including all necessary regulatory approvals, service times for transactions on the Goldmoney network, future business plans, including joint ventures and acquisitions of real estate, future plans to diversify the Company's business, expectations on 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; real estate acquisition and maintenance risks; volatility of real estate prices & markets; precious metal trading risks; volatility of precious metals prices & public interest in precious metals investment; global financial conditions and the viability of the Company's business strategy in response to them; 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.

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