BitGold announces acquistion of GoldMoney

We would like to advise you that on Friday 22 May BitGold Inc., a publicly traded Canadian company, entered into an acquisition agreement to purchase the operations and intellectual property of GoldMoney Network Limited and its subsidiaries (t/a GoldMoney).

GoldMoney will continue to operate as usual and offer an easy method for its customers to buy precious metals online and safely store them. Over time synergies between the two companies will be leveraged to improve the customer offering with new products and more competitive services and pricing.

Please find the press release for your information, and feel free to contact us if you have any questions.

 

 

BitGold logo

334 Adelaide St. W., 3rd Floor
Toronto, ON M5V 1R4

May 22, 2015 TSX-V: XAU

BITGOLD INC. ANNOUNCES CAD 51.9 MILLION ACQUISITION OF GOLDMONEY.COM, INTEGRATING OVER CAD 1.5 BILLION IN ASSETS AND OVER 135,000 USER SIGNUPS ONTO THE BITGOLD AURUM NETWORK

Toronto, Ontario (May 22, 2015) – BitGold Inc. (TSX-V: XAU) ("BitGold"), a platform for savings and payments in gold, announces that it has entered into an Acquisition Agreement to purchase the operating and intellectual property assets of GoldMoney Network Limited ("GoldMoney"), subject to regulatory approvals and other customary closing conditions.

With over CAD 1.5 billion in assets under vault management GoldMoney is among the world's largest private managers of precious metal assets, renowned for its innovation and integrity in the gold market.

Upon closing of the Acquisition Agreement, BitGold will acquire the intellectual property and operating assets of GoldMoney in exchange for the issuance of 11,169,794 common shares in BitGold, valuing the transaction at CAD 51.7 million based on BitGold's CAD 4.65 closing price on May 21st. The transaction is expected to close on or around June 17th. Potential benefits to shareholders include:

• The integration of an innovative and high integrity precious metal manager onto the BitGold platform; preserving the relationships GoldMoney has established with its customers while enhancing GoldMoney services with payment technologies

• The addition of relationships and knowledge acquired over nearly a decade and a half operating an e-platform for global metal purchases and sales

• The addition of over CAD 1.5 billion in customer assets onto the Aurum ledger, BitGold's proprietary consolidated order book and trade engine

• The potential to develop new payment market relationships from over 135,000 signups on GoldMoney.com

• Applying new technology, analytics, and location intelligent language/currency engine to expand beyond the markets which have produced over GBP 3.1 billion in cumulative gross sales revenue for GoldMoney over the past decade

• Expected operating synergies from lower fixed overhead and lower working capital intensive technologies applied to GoldMoney operations, without compromising premium customer service

• The addition of a strong shareholder base and three GoldMoney directors to the combined Board of Directors

GoldMoney Network Limited is owned by well-established investors including James Turk, IAMGOLD Corporation, Fleming family and Eric Sprott, founder of Sprott Inc. GoldMoney headquarters are located in Jersey, British Channel Islands. GoldMoney is regulated by the Jersey Financial Services Commission (JFSC) as a Money Services Business. The JFSC is the main supervisory body that oversees and regulates Jersey's large financial services industry.

"We are thrilled by the potential of this BitGold and GoldMoney combination, two companies with shared values and a common vision and purpose," said Roy Sebag, BitGold CEO. "You will not find a precious metals asset manager with more integrity than the one built by Geoff and James Turk and the GoldMoney team. With the technology of the BitGold platform we can expand the GoldMoney legacy of trust, security, and a client centric purpose to new markets, growing from a much stronger base and benefiting all stakeholders. Combining the first global e-marketplace for gold with the latest and most innovative, we instantly become the world's largest and most active bullion money service."

GoldMoney is the registered business name of Net Transactions Limited, which provides metal storage services for its customers. GoldMoney's affiliate company, Net-Gold Services Limited, handles the purchase and sale of precious metals. Upon closing of the transaction, BitGold will acquire from GoldMoney Network Limited all of the issued and outstanding shares of its three operating subsidiaries Net Transactions Limited, Net-Gold Services Limited and Net Transactions (Jersey) Limited and all of the proprietary intellectual property of GoldMoney Network Limited in exchange for the issuance of 11,169,794 common shares of BitGold, for which GoldMoney shareholders will be subject to a 12-month lock-up. The parties have entered into an Acquisition Agreement and further announcements will be made on the status of the acquisition as it proceeds toward closing.

"The combination of BitGold and GoldMoney has the potential to create significant value for the clients and shareholder of both companies," said James Turk, founder of GoldMoney. "We created GoldMoney with the vision of making gold accessible for savings and payments, a vision that BitGold is rapidly expanding in a new era of cloud computing and mobile technology. Together we will continue to operate GoldMoney with the same level of security, integrity and premium customer service, but GoldMoney clients will now have access to expanded payment options, a gold debit card, and the many applications and features being developed by this innovative team. Josh and Roy understand money and gold as well as anyone I've met. Their energy, vision, and dedication to expand this platform are truly remarkable. I am honored to be joining the combined board along with two of my fellow GoldMoney directors, Mahendra Naik and Hector Fleming."

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 has over 20,000 customers. 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.

For more information, please contact:

Josh Crumb
Co-founder and Chief Strategy Officer

BitGold Inc.
Tel.: 647-556-6370

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 completion of satisfactory due diligence, settlement of definitive documentation, 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.

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