TORONTO--(BUSINESS WIRE)--Goldmoney Inc. (TSX:XAU) (“Goldmoney”) (the “Company”), a precious metal financial service and technology company, is pleased to announce that its investee company Menē Inc. (TSXV:MENE) (“Menē”) has entered into agreements to raise $30,000,000 in Equity and Gold-Secured Note Financing from Canaccord Genuity Corp. ("Canaccord Genuity") and a private institutional investor, with potential for additional gross financings of over $100,000,000 including potential warrant exercise proceeds and an indication of interest for additional Gold Note Debt Financing.
The new round of funding confirms investor confidence in Menē’s unique and disruptive business model, which is re-informing the western consumer of the concept of 24 karat investment jewelry. Menē’s online platform launched 11 months ago and has already surpassed 10,000 orders from customers in over 50 countries and reached approximately $2,000,000 in revenue (43% increase Quarter over Quarter) during the quarter ended September 30, 2018. Goldmoney currently holds 79.8 million Class B subordinate shares of Menē, representing 36.7 per cent of the issued and outstanding shares of Menē on a non-diluted basis.
As previously announced on November 26, Goldmoney will distribute to its shareholders on a pro rata basis of 3.99 million Class B subordinate voting shares of Menē, or approximately 0.05195 of a Menē share for each common share of Goldmoney held as of close of business on November 30, 2018. The distribution of common shares of Menē is payable on December 7, 2018. Post distribution and financing closing date, Goldmoney will continue to hold approximately 32.7 per cent of the issued and outstanding shares of Menē on a non-diluted basis and intends to distribute additional shares of Menē to Goldmoney shareholders in the future.
“Goldmoney would like to congratulate Menē for a potentially transformational financing,” said James Turk, Goldmoney Lead Director. “With an institutional commitment of up to $100,000,000 through an innovative Gold-Secured Note facility, secured by the company’s 24 karat gold and platinum inventory at the company’s vaulted fulfillment centre, Menē is now able to accelerate manufacturing with minimal equity dilution and ramp up to the inventory levels required for rapid growth.”
“Incubated and launched in just a few short years, Menē is an exemplary product of Goldmoney’s mission to democratize access to gold, and to be a continuous innovation leader in the precious metals sector while providing outstanding long term returns for shareholders,” said Goldmoney Director Josh Crumb.
Bought Deal Equity Financing
The Equity Offering contemplates the issuance and sale of 14,286,000 units of Menē ("Units") at a price of C$0.70 per Unit (the "Offering Price"), to be qualified by a short form prospectus. Each Unit will consist of one subordinate voting class B common share of Menē (the "Common Shares") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one Common Share for two years from the closing of the Equity Offering (the "Closing") at a price of C$1.00.
The Units issued pursuant to the Equity Offering will be qualified by a prospectus in such provinces of Canada as Canaccord Genuity may designate, other than Quebec, and otherwise in those jurisdictions where the Equity Offering can lawfully be made. Canaccord Genuity has been granted an over-allotment option to purchase additional Units equal to 15% of the Units sold pursuant to the Equity Offering at the Offering Price, exercisable at any time up to 30 days after the closing date.
3.00% Secured Gold Note Debt Financing
The Debt Financing consists of $20,000,000 principal amount of unique secured gold notes (the "Gold Notes") secured by, among other things, Menē’s 24 karat gold and platinum inventory at Menē’s vaulted fulfillment centre in New Jersey and 15,000,000 Series B common share purchase warrants of Menē (the "Debt Offering Warrants"). Each Debt Offering Warrant will entitle the holder to acquire one Series B common share of Menē for 2 years from the closing of the Debt Offering at a price of C$1.00 per share. The Debt Offering Warrants will be qualified by a prospectus.
The Gold Notes bear an interest rate of 3% per annum payable semi-annually in arrears on June 30 and December 31 of each year, commencing December 31, 2018. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The December 31, 2018 interest payment will represent accrued interest for the period from the Closing Date to December 31, 2018.
Menē has received a binding commitment from the private institutional investor for $20,000,000 aggregate principal amount of Gold Notes with an indication of interest for an additional $80,000,000 aggregate principal amount of Gold Notes at Menē’s discretion.
The closing date of the Equity Offering and the Debt Financing is scheduled to be on or about December 19, 2018 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of TSX Venture Exchange and the issuance of receipts for the final prospectus by applicable Canadian Securities Administrators.
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 $1.6 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.
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; 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; 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.