BitGold Inc. Announces Additional Information on the CAD 51.9 MillionAcquisition of GoldMoney.com to Clarify Earlier Announcement

TORONTO--(BUSINESS WIRE)--BitGold Inc. (TSX-V: XAU) (“BitGold”), a platform for savings and payments in gold, announces further information on the Acquisition Agreement dated May 22, 2015 to purchase the operating and intellectual property assets of GoldMoney Network Limited (“GoldMoney”), subject to regulatory approvals and other customary closing conditions.

The acquisition is an arm’s length transaction. Consideration for the acquisition is the issuance of 11.1 million common shares in BitGold which will be distributed to the shareholders of GoldMoney with no new insiders of BitGold. The reference to CAD$1.5 billion in vault assets under administration refers to gold, silver, platinum and palladium owned by customers and held in GoldMoney vaults on behalf of customers.

The following is a summary of the financial performance of the GoldMoney business for the indicated periods.

	Twelve Months Ended March 31
	2011 (audited) (£)	2012 (audited) (£)	2013 (audited) (£)	2014 (audited) (£)	2015 (unaudited)^(1) (£)
Gross Value of Sales of Gold Grams and Currencies	237,065,580	431,142,576	224,740,275	193,991,824	107,294,000
Gross Value of Sales of Silver Ounces and Currencies	261,590,262	421,015,451	174,879,728	122,438,226	69,186,000
Gross Value of Sales of Platinum Grams and Currencies	12,098,260	13,108,379	6,636,868	4,304,178	3,891,000
Gross Value of Sales of Palladium Grams and Currencies	1,389,027	2,206,501	1,928,321	1,993,089	3,092,000
Storage Fee Income	3,502,525	5,509,749	5,310,756	2,464,112	2,140,000
Total Cost of Metals and Currencies Sold and Storage Fees	(504,340,686)	(854,864,415)	(404,754,157)	(321,018,155)	(182,677,000)
Net Operating Income (Gross Margin)	11,304,968	18,118,241	8,741,791	4,173,275	2,926,000
Net Operating Cash Flow (after movement of working capital)	5,134,916	949,280	2,176,154	(1,560,095)	(810,000)
Profit (Loss) for the financial year after tax ^(2)	9,503,445	7,341,584	332,516	(9,441,312)	(800,000)
Working Capital	20,229,963	26,032,483	24,725,488	13,598,365	12,906,000
Total Assets	22,393,165	26,952,015	26,270,025	14,687,579	13,660,000
Total Liabilities	1,993,816	707,529	839,608	797,319	572,000
Dividend	1,498,644	2,009,340	1,612,420	1,236,477	N/A

Notes:

⁽¹⁾ Based on unaudited financial information subject to audit.

⁽²⁾ Profit (Loss) for the financial year includes certain gains and losses on unhedged metal inventories which is not a recurring business for BitGold. In addition, in 2014 certain software assets were written down.

In addition to the operating assets and intellectual property assets to be acquired, BitGold will assume USD$3.0 million in working capital. The pro forma entity is expected to have approximately CAD$12.5 million in working capital and no debt, with up to CAD$5.5 million in additional capital to be received from the conversion of in the money warrants outstanding. At the time of closing a special distribution will be made to GoldMoney shareholders for the remaining GoldMoney working capital.

GoldMoney will have the right to appoint three directors for a period of three years immediately after closing. Mr. Mahendra Naik will join the board of directors of BitGold immediately upon the closing of the GoldMoney acquisition, and James Turk and Hector Fleming will be nominees for election of directors at a shareholder meeting of BitGold to be held within ninety days of closing.

Mr. James Turk has over 40 years’ experience in international banking, finance and investments. He began his career at The Chase Manhattan Bank where he worked on assignments in Thailand, the Philippines and Hong Kong. In 1983, he was appointed as manager of the Commodity Department of the Abu Dhabi Investment Authority. After leaving that post in 1987, he went on to hold various advisory roles in money management. In 2001 he co-founded GoldMoney and remains a director of the group. James makes regular conference appearances around the world, provides commentary for numerous publications and newswires as well as producing articles for his website and GoldMoney.

Mr. Mahendra Naik, CA, CPA, is a Chartered Professional Accountant with more than 32 years of financial accounting, mining and investment company experience. Mr. Naik is President & CEO of FinSec Services Inc., a private management services company, and a director of GoldMoney. He holds a Bachelor of Commerce degree from the University of Toronto. He practiced as a Chartered Professional Accountant for nine years with a major Canadian accounting firm. Mr. Naik is a director and member of the Audit and Finance Committee of IAMGOLD Corporation, and Chairman of the Board, Chairman of the Audit Committee and member of the Compensation Committee of Fortune Minerals Inc., both diversified public minerals and resources companies. In addition, Mr. Naik is a member of the Compensation Committee of FirstGlobal Data Limited and of several large private companies including GoldMoney Network Limited. Mr. Naik will be appointed as Chair of the Audit Committee of BitGold.

Mr. Hector Fleming is a founder of Fleming Wulfsohn Africa Limited, a private investment company, and has over 10 years of private equity experience across Africa and other emerging markets. He is a director of The Johannesburg Land Company Limited, Clover Alloys SA Limited, GoldMoney Network Limited and Netagio Holdings Limited. Mr Fleming is a former director of Standard Chartered Bank’s private equity coverage team out of London with a central focus on Sub-Saharan Africa and was previously in the banks’ private equity group, investing growth capital from the bank’s balance sheet and third party funds into private equity opportunities in the emerging Asian economies. He holds a BA (Hons) from the University of Newcastle upon Tyne.

BitGold and GoldMoney will host a joint conference call on Tuesday, May 26th, further information to be released.

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

About GoldMoney

GoldMoney is a gold and precious metals vaulting business founded in 2001 by James Turk and Geoff Turk. GoldMoney offers an easy way to buy gold, silver, platinum and palladium online and safely store for customers these precious metals in five countries. It is GoldMoney’s vision that the benefits and dependability of gold and silver should be easily available to everyone, while providing its customers with assurances of integrity so they know their money is safe.

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.

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. 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: risk factors relating to the acquisition of GoldMoney, being satisfaction of closing conditions, receipt of regulatory approvals and, generally, the completion of the acquisition on the terms as described if at all; the Company’s limited operating history; future capital needs and uncertainty of additional financing; the competitive nature of the industry; unproven markets for the Company’s product offering; volatility of gold prices & public interest in gold investment; lack of regulation and customer protection; the need for the Company 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 and the industry; network security risks; the ability of the Company to maintain properly working systems; foreign currency and gold trading risks; use and storage of personal information and compliance with privacy laws; use of the Company’s services for improper or illegal purposes; global economic and financial market conditions; uninsurable risks; and those risks set out in the Company’s public documents filed on www.sedar.com. 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.