Goldmoney Inc. Announces Filing of Materials for Annual General and Special Meeting of Shareholders and Proposed Continuance into the British Virgin Islands

Rhea-AI Summary

Goldmoney Inc. (TSX: XAU) (US: XAUMF) has announced its upcoming annual general and special meeting (AGSM) on September 16, 2024. The company is proposing a continuance into the British Virgin Islands (BVI), which shareholders will vote on. This move is believed to be in the company's best interest, allowing for more efficient capital returns and simplified management of subsidiaries. Key points:

• Shareholder votes due by September 12, 2024, at 1:00 p.m. Toronto time
• Over 90% of share capital owned by non-Canadian beneficial owners
• Common shares will remain listed on the Toronto Stock Exchange
• The continuance will affect certain shareholder rights under the current BCBCA

Shareholders are advised to consult legal advisors regarding the implications of this change.

Positive

• Potential for more efficient capital returns to shareholders through dividends and share buybacks
• Simplification of long-term capital allocation and management within subsidiaries
• Continuance of listing on the Toronto Stock Exchange, maintaining market accessibility

Negative

• Potential changes to shareholder rights currently existing under the BCBCA
• Possible complexities and costs associated with the continuance process

Toronto, Ontario--(Newsfile Corp. - August 16, 2024) - Goldmoney Inc. (TSX: XAU) (US: XAUMF) ("Goldmoney" or the "Company"), wishes to remind shareholders about the upcoming annual general and special meeting ("AGSM") to be held virtually on September 16, 2024. The materials for the AGSM were filed on August 16, 2024 and may be found on SEDAR+ at www.sedarplus.ca. Among the special business to be addressed at the AGSM is Goldmoney's proposed continuance into the British Virgin Islands.

Shareholder votes must be received by 1:00 p.m. (Toronto time) on September 12, 2024. Your vote is important, regardless of the number of shares you own. Your shares can still be represented and voted by proxy at the AGSM, via mailing, the internet, or fax, following the instructions provided in the meeting materials, even if you cannot attend the meeting.

Proposed Continuance to the British Virgin Islands

Goldmoney presently exists under the Business Corporations Act (British Columbia) (the "BCBCA"). Shareholders will be asked at the Meeting to consider and, if thought fit, to pass a special resolution to direct and authorize the continuation (the "Continuation") of the Company into the British Virgin Islands ("BVI"), whereafter the Company will be subject to the BVI Business Companies Act (As Revised).

Goldmoney's Board of Directors believes that the Continuance is in the best interest of the Company. At present, more than 90% of the corporation's share capital is owned by non-Canadian beneficial owners. Continuing into the BVI will permit the Company to more efficiently return capital to all shareholders by way of dividends and share buybacks. The continuance will also simplify long-term capital allocation and management within its subsidiaries. The Common Shares of the Company will continue to be listed on the Toronto Stock Exchange ("TSX") after the Continuation, and as such the Company's Common Shares will remain subject to the rules and policies of the TSX.

The Continuation will affect certain of the rights of the Company's shareholders as they currently exist under the BCBCA. Shareholders should consult their legal advisors regarding implications of the Continuation which may be of particular importance to them.

For further information please refer to the management information circular filed on SEDAR+ under the Company's profile or contact the Company's Chief Financial Officer for a copy of the same:

Sean Ty
Chief Financial Officer
Goldmoney Inc.
+1 647 250 7098

About Goldmoney Inc.

Goldmoney Inc. (TSX: XAU) specializes in the investment and custody of enduring real assets. Through its subsidiaries, the Company offers precious metals trading services to clients, including secure custody and storage solutions. Goldmoney also maintains diversified interests in property investment and jewelry manufacturing. For more information about Goldmoney, visit goldmoney.com.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Forward-Looking Statements

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 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 of 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 holding of the AGSM and the timing and format thereof; the business to be considered at the AGSM, including the Continuation; potential or predicted effects on the Company of the Continuation, should the same be approved and completed. 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, whether in British Columbia, the BVI or elsewhere; 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; the ability to identify and complete the acquisition of suitable real estate investment opportunities 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 SEDAR+. 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/220201

FAQ

When is Goldmoney Inc. (XAUMF) holding its annual general and special meeting?

Goldmoney Inc. (XAUMF) is holding its annual general and special meeting virtually on September 16, 2024.

What is the main proposal being voted on at Goldmoney's (XAUMF) upcoming meeting?

The main proposal is for Goldmoney Inc. (XAUMF) to continue from British Columbia into the British Virgin Islands.

Why is Goldmoney Inc. (XAUMF) proposing to continue into the British Virgin Islands?

Goldmoney Inc. (XAUMF) believes the continuance will allow for more efficient capital returns to shareholders and simplify long-term capital allocation and management within its subsidiaries.

Will Goldmoney's (XAUMF) stock continue to be listed on the Toronto Stock Exchange after the proposed continuance?

Yes, Goldmoney Inc. (XAUMF) states that its common shares will continue to be listed on the Toronto Stock Exchange after the proposed continuance.

What percentage of Goldmoney's (XAUMF) share capital is owned by non-Canadian beneficial owners?

According to the press release, more than 90% of Goldmoney Inc.'s (XAUMF) share capital is owned by non-Canadian beneficial owners.