Goldmoney Inc. Increases Ownership of Menē Inc.

TORONTO – (July 3, 2019) – Goldmoney Inc. (TSX:XAU) (US:XAUMF) (“Goldmoney”), a precious metal financial service and technology company, and Menē Inc. (TSX-V:MENE) (US:MENEF) (“Menē”), an online 24-karat jewelry brand, today announced that Goldmoney has agreed to increase its equity stake in Menē Inc.

Goldmoney has agreed to purchase from Roy Sebag, the Chief Executive Officer of Menē and Chief Executive Officer of Goldmoney, 12,259,002 Class A common share purchase warrants (the “Warrants”) for aggregate gross proceeds of $1.00 (the “Warrant Purchase Transaction”). Each whole Warrant entitles the holder to purchase one Class A common share of Menē (“Class A Share”) for the payment of $0.10 per share until July 11, 2020.

Upon closing of the Warrant Purchase Transaction, Goldmoney will exercise the Warrants, providing Menē with $1,225,900 of additional working capital.  As additional consideration for the Warrant Purchase Transaction, Goldmoney has agreed to reduce the payable Menē owes to it by $1,824,100.

Goldmoney and Menē are pleased to enter into this investment and payment arrangement to further increase the equity stake of Goldmoney in Menē. The Warrant Purchase Transaction is subject to regulatory approval, including the approvals of the Toronto Stock Exchange and the TSX Venture Exchange.

Related Party Transaction

The Warrant Purchase Transaction is a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”); however, minority approval requirements under MI 61-101 do not apply pursuant to section 5.7(a) as the consideration for the Warrants do not exceed 25% of the market capitalization of either Mene or Goldmoney. Moreover, Goldmoney and Mene are exempted from the formal valuation requirements under section 5.4 of MI 61-101 pursuant to section 5.5(a) thereof. Each independent director of Mene and Goldmoney have approved the Warrant Purchase Transaction between Goldmoney and Roy Sebag and there has been no contrary view or abstention by any independent director. Upon conversion of the Warrants into Class A Shares, Goldmoney will have ownership, control or direction over 76,773,053 Class B common shares of Mene (“Class B Shares”) and 12,259,002 Class A Shares (representing 56% and 11.4% of the issued and outstanding of each class of Mene shares, respectively).

Early Warning Disclosure

Goldmoney does not currently own, control or have direction over any Class A Shares. Upon closing of the Warrant Purchase Transaction, Goldmoney will hold 12,259,002 Warrants or 11.4% of the issued and outstanding Class A Shares on a partially-diluted basis before exercise, and 11.4% on a non-diluted basis after exercise. The Class A Shares were acquired by Goldmoney for investment purposes, and depending on market and other conditions, Goldmoney may from time to time in the future increase or decrease their ownership in, control or direction over securities of the Mene through market transactions, private agreements, or otherwise. For the purposes of this notice, the address of Goldmoney is 334 Adelaide Street West, Toronto, Ontario M5V 1R4.

In satisfaction of the requirements of the National Instrument 62-104 – Take-Over Bids And Issuer Bids and National Instrument and 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, an early warning report respecting the acquisition of Warrants by Goldmoney will be filed under Mene’s SEDAR Profile at www.sedar.com upon closing of the Warrant Purchase Transaction. 

About Goldmoney Inc.

Goldmoney Inc. (TSX: XAU) is a precious metal focused company that safeguards $1.8 billion of assets owned by clients located in over 150 countries. The company’s activities include: sale and purchase of precious metals and their storage through Goldmoney.com, online jewelry retailing through Mene.com (TSX-V: MENE), coin and bar sales and purchases through SchiffGold.com, and gold and silver collateralized lending and borrowing through LendBorrowTrust.com. Through these businesses Goldmoney provides its shareholders with long-term exposure to the precious metals. For more information about Goldmoney, visit goldmoney.com.

About Menē Inc.

Menē crafts pure 24 karat gold and platinum jewelry that is transparently sold by gram weight. Through mene.com, customers may buy jewelry, monitor the value of their collection over time, and sell or exchange their pieces by gram weight at prevailing market prices. Menē was founded by Roy Sebag and Diana Widmaier-Picasso with a mission to restore the relationship between jewelry and savings. Menē empowers consumers by marrying innovative technology, timeless design, and pure precious metals to create beautifully crafted jewelry that endures as a store of value.

For more information about Menē, visit mene.com.

 

Media and Investor Relations Inquiries for Goldmoney:

Renee Wei
Director of Global Communications
Goldmoney Inc.
+1 647 494 0296
[email protected]

Steve Fray
Chief Financial Officer
Goldmoney Inc.
+1 647 499 6748

Media and Investor Relations Inquiries for Menē:

Renee Wei
Head of Investor Relations
Menē Inc.
+1 647 494 0296
[email protected]

Robert Lee
Chief Financial Officer
Menē Inc.
[email protected]

Neither the TSX, the TSX-V nor their Regulation Services Providers (as that term is defined in the policies of the TSX Venture Exchange and the TSX Company Manual) accept responsibility for the adequacy or accuracy of this release.

Forward‐Looking Statements – Goldmoney

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. 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 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 update or revise any forward-looking information, except as required by law.

Forward-Looking Statements – Menē

 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 Menē Inc. 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: the Company’s objectives, goals or future plans in respect of the use of proceeds; global economic climate; dilution; the Company’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 to manage its planned growth and expansion; the effects of product development and need for continued technology and manufacturing 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; 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; volatile securities markets impacting security pricing unrelated to operating performance; and, those risks set out in the Company’s disclosure documents available 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 update or revise any forward-looking information, except as required by law.