Goldmoney Inc. announced the completion of the previously announced Acquisition Agreement with Schiff Gold LLC (“SGL”). Goldmoney has acquired SGL including all intellectual property and operating assets and has entered into a Marketing and Service agreement with Peter Schiff’s consulting company that includes SGL’s integration and endorsement of Goldmoney services for clients and subscribers across various companies and media platforms.
“We’re proud to have successfully completed our second acquisition since becoming a publicly traded company in 2015. I would like to formally welcome the Schiff Gold team to the Goldmoney family and thank all team members, advisors, and consultants for their hard work and efforts in completing this transaction,” said Roy Sebag, founder and CEO, of GoldmoneyInc. “Acquiring Schiff Gold significantly advances our position in the physical side of the gold business, where we continue to grow market share. Both businesses have performed well since we announced the transaction, and we look forward to incorporating Schiff Gold business results and earnings power in future quarters.”
The transaction has been structured as a share exchange agreement between Peter Schiff and Goldmoney (the “Share Exchange Agreement”), with a consulting agreement (the “Consulting Agreement”) between Goldmoney and Euro Pacific Asset Management LLC, the consulting company of Peter Schiff. The terms are identical to the joint venture structure which was previously announced. Pursuant to the Share Exchange Agreement, Goldmoney has agreed to acquire all of the issued and outstanding shares of SGL owned by Peter Schiff and in consideration for the SGL shares Goldmoney has issued 1,063,000 common shares of Goldmoney, as well as 1,400,000 common share purchase warrants (“Warrants”) as follows: (i) 700,000 Warrants exercisable at CAD $5.00 per share for a period of 10 years; (ii) 350,000 Warrants exercisable at CAD $5.25 per share for a period of 10 years; and (iii) 350,000 Warrants exercisable at CAD $5.80 per share for a period of 10 years.
The first 700,000 common shares of the 1,063,000 shares are subject to one-third automatic releases on each of the first, second and third anniversaries of the closing. All of the above-noted 1,400,000 Warrants and the remaining 363,000 common shares are subject to performance vesting over a three-year period in accordance with performance criteria under the Consulting Agreement. Pursuant to the Consulting Agreement, Euro Pacific Asset Management LLC will provide strategic business development, product development, branding and marketing services to Goldmoney. Euro Pacific Asset Management LLC shall be paid fees equal to 50% of the distributable income from SGL with a minimum term of 20 years. After the 20th anniversary of closing, Goldmoney shall have the right, but not the obligation, to terminate the Consulting Agreement in consideration for a payment equal to five times the average annual net distributable income during the prior five-year period. The Consulting Agreement provides for certain payments upon termination.