XAUMF - Goldmoney Inc. Announces Closing of Schiff Gold Sale and Cancellation of Securities | Benzinga
TORONTO, Dec. 01, 2023 (GLOBE NEWSWIRE) -- Goldmoney Inc. (TSX:XAU) (OTC:XAUMF) ("Goldmoney" or the "Company"), today announces that it has closed the transaction previously announced on September 26, 2023 (the "Transaction") 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 terms of a securities exchange agreement dated December 1, 2023, Goldmoney received 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. Goldmoney also received payment of USD$290,000 upon closing of the Transaction. The Goldmoney Shares have a deemed value of approximately CAD $1,798,596 (equivalent to CAD$8.46 per share for 212,600 Goldmoney Shares), and the Goldmoney Warrants have a deemed value of approximately $147,657 based on a Black-Scholes valuation.
Upon closing of the Transaction, the Goldmoney Shares were cancelled by the Company (the "Cancellation"). The Cancellation was made as part of the Company's ongoing normal course issuer bid pursuant to 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.
Under applicable securities regulations, Mr. Peter 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% ...