BitGold Inc. (TSX-V: XAU) (“BitGold” or the “Company”), a platform for savings and payments in gold, is pleased to announce that it has completed the previously announced amalgamation with Loma Vista Capital Inc. The common shares of BitGold are scheduled to commence trading on the TSX Venture Exchange on Wednesday, May 13th, 2015 under the trading symbol, XAU. The listing application describing BitGold has been filed on www.sedar.com.
About BitGold
BitGold’s mission is to make gold accessible and useful in digital payments and secure savings. The BitGold platform provides innovative solutions to the challenge of transacting with fully allocated and securely vaulted gold. BitGold accounts are free and convenient to open by anyone, anywhere* in just minutes. BitGold provides users with a secure vault account to purchase gold using a variety of electronic payment methods. The platform will also provide transaction capability including: instant cross-border gold payments, merchant invoicing and processing for gold, debit card spending of gold at traditional points of sale, conversions to a customer's external digital-wallet or bank, and physical gold redemptions. All physical gold acquired through the platform is owned by the customer, stored in vaults administered by The Brink’s Company, acting through Brink’s Global Vault Services International, Inc. (“Brink’s”), which insures gold through third party insurance providers.
BitGold is a Canadian corporation with offices in Toronto, Canada, and Milan, Italy. BitGold has partnered with established professionals in bullion dealing, vault security and web security, payment processing, and is committed to best-practice systems for compliance with all applicable laws and regulations regarding anti-money Laundering (“AML”) and Know Your Customer (“KYC”).
*The BitGold Platform will not initially be available to U.S. Residents and will be unavailable to residents of sanctioned countries
The Amalgamation
The amalgamation (the “Amalgamation”) was unanimously approved by shareholders of BitGold and Loma Vista Capital Inc. (“Loma Vista”) (CSE: LOV) at the respective shareholder meetings held on March 16, 2015. On April 27, 2015, the TSX Venture Exchange (“TSX-V”) conditionally approved the listing of the common shares (“Common Shares”) of the resulting issuer of the Amalgamation under the trading symbol “XAU”. On April 29, 2015, the Amalgamation became effective.
Pursuant to the Amalgamation, securities of BitGold were exchanged for comparable securities of the amalgamated company at a 1 to 1 ratio, and securities of Loma Vista were exchanged for comparable securities of the amalgamated company at a 16.485587 to 1 ratio, resulting in the issuance of 36,064,329 Common Shares, 3,888,888 warrants, and 462,346 agent’s warrants to former holders of pre-amalgamation BitGold securities, and 555,556 Common Shares and options to acquire 39,428 Common Shares to former holders of Loma Vista securities. As a result of the Amalgamation and the grant of options described below, the Company has 36,619,885 Common Shares issued and outstanding, and a further 6,325,662 Common Shares reserved for issuance upon exercise of the Warrants, Agent Warrants, and outstanding stock options.
Financing Transactions
Following receipt of shareholder approval and TSX-V conditional approval, 7,777,777 outstanding subscription receipts of Old BitGold converted automatically into units of Old BitGold (“Units”). The subscription receipts were issued pursuant to a brokered private placement completed on February 19, 2015 (the “February Financing”) at $0.90 per subscription receipt for gross proceeds of approximately $7,000,000. Each Unit was comprised of one common share and one-half of one common share purchase warrant of Old BitGold. Each whole warrant entitled the holder thereof to purchase one common share of Old BitGold at a price of $1.35 until August 19, 2016, subject to acceleration in certain circumstances. Net proceeds of the Financing, which were held in escrow pending issuance of the Units, were released to Old BitGold and the Agents (as defined herein).
BitGold further announces that on April 22, 2015, Old BitGold completed brokered private placement of 504,000 common shares at $0.90 per common share for aggregate gross proceeds of $453,600, and a non-brokered private placement of 140,000 common shares at $0.90 per common share for aggregate gross proceeds of $126,000 (together, the “April Financing”). The April Financing was completed to enhance distribution. Old BitGold paid a cash commission of $9,072 to the Agents in connection with the brokered portion of the April Financing.
The Company intends to use the net proceeds from the February Financing and the April Financing to execute its marketing and customer acquisition strategy through a variety of online and offline channels, deploy an international network of BitGold ATMs, further develop its software technology and intellectual property portfolio, and for general working capital purposes, all as further described in the joint information circular of BitGold and Loma Vista dated February 23, 2015, and the Listing Application.
The February Financing and the brokered portion of the April Financing were co-led by Dundee Securities Ltd., Clarus Securities Inc., GMP Securities L.P. and Canaccord Genuity Corp. (collectively, the “Agents”). Pursuant to an agency agreement between Old BitGold and the Agents dated February 19, 2015, Old BitGold issued to the Agents 462,346 agents warrants (“Agent Warrants”) exercisable to acquire one Unit at an exercise price of $0.90 per Unit at any time before February 19, 2017, and paid a cash commission of $416,111.96. Pursuant to an agency agreement between Old BitGold and the Agents dated April 22, 2015, Old BitGold paid a cash commission of $9,072 to the Agents in respect of the brokered portion of the April Financing.
Management
BitGold’s board of directors is comprised of Roy Sebag, Joshua Crumb, James G. Eaton and Dennis H. Peterson. BitGold’s officers are Roy Sebag (Chief Executive Officer), Joshua Crumb (Chief Strategy Officer), Daniel Crandall (Chief Financial Officer), Alessandro Premoli (Chief Technology Officer) and Jason Loewe (Chief Operating Officer and Secretary). Loma Vista thanks its outgoing director, Neil Burns, for his valuable and dedicated service.
Grant of Stock Options
Upon completion of the Amalgamation, the Company issued options to acquire an aggregate total of 1,935,000 Common Shares to certain directors, officers, employees and consultants of the Company, including 892,500 options exercisable at $0.90 and 1,042,500 options exercisable at $2.00, in each case or a period of five years from the date of grant.
Early Warning
Immediately prior to the Amalgamation, Roy Sebag held 18,258,000 BitGold shares and 3,256,750 Loma Vista shares, and accordingly acquired 18,455,551 Common Shares pursuant to the Amalgamation, representing approximately 50.4% of the outstanding Common Shares. Roy Sebag originally acquired the BitGold shares and Loma Vista shares in consideration for seed capital, and for the identification and assessment of certain intellectual property transferred to BitGold upon its incorporation. Roy Sebag holds the Common Shares for investment purposes and may, from time to time, depending on market and other conditions, increase or decrease his beneficial ownership, control or direction over such common shares or other securities of BitGold, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise. For the purposes of National Instrument 62-103 early warning reporting, Mr. Sebag’s address is 390 Bay Street, Suite 806, Toronto, ON M5H 2Y2. A copy of Mr. Sebag’s early warning report can be obtained from counsel to BitGold, Peterson & Company LLP, Attention Dennis H. Peterson at (416) 777-6772, or under the BitGold’s profile on SEDAR at www.sedar.com.
U.S. Disclaimer
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and accordingly may not be offered or sold within the United States or to “U.S. persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act (“U.S. Persons”), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy and of the Company's securities to, or for the account of benefit of, persons in the United States or U.S. Persons.
For more information about the transactions described herein, please see the joint information circular of Old BitGold and Loma Vista dated February 23, 2015, and the listing application to be filed concurrent with the listing of the Common Shares on the TSX-V.
Additional information about BitGold is available at www.bitgold.com.
Cautionary Statement
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Forward-Looking Statements
This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities laws that are based on expectations, estimates and projections as at the date of this news release. The information in this release about the receipt of TSX-V final approval with respect to the listing of the Common Shares, the Company’s anticipated use of available funds, and the future plans and objectives of the Company are forward-looking information.
Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.
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 need for final approval of the TSX-V for the listing of the Common Shares; global economic climate; dilution; the Company's and BitGold'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 and BitGold to manage its planned growth and expansion; the effects of product development and need for continued technology change; protection of proprietary rights; the effect of government regulation and compliance on the Company, BitGold and the industry; network security risks; the ability of the Company and BitGold 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; and volatile securities markets impacting security pricing unrelated to operating performance. 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 revise or update any forward-looking information other than as required by law.
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Contacts:
Emily Cornelius, 647-560-4313
Investor Relations
