Loma Vista Announces Completion of BitGold's Concurrent C$7,000,000 Financing in Connection with Proposed Business Combination
TORONTO, ONTARIO--(Marketwired - Feb. 19, 2015) - Loma Vista Capital Inc. ("Loma Vista" or the "Company") (CSE:LOV) is pleased to announce, further to its news release dated January 28, 2015, that BitGold Inc. ("BitGold") has closed its previously announced private placement of subscription receipts (the "Subscription Receipts") co-led by Dundee Securities Ltd. ("Dundee"), Clarus Securities Inc., GMP Securities L.P. and Canaccord Genuity Corp. (collectively, the "Agents"), whereby BitGold issued 7,777,777 Subscription Receipts at a price of C$0.90 per Subscription Receipt for aggregate gross proceeds of $6,999,999.30 (the "Offering"). PowerOne Capital Markets Limited acted as financial advisor with respect to the transactions described in this news release.
The Subscription Receipts were issued pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") among BitGold, Dundee, on behalf of the Agents, and Capital Transfer Agency Inc. (the "Subscription Receipt Agent"). Pursuant to the Subscription Receipt Agreement, the gross proceeds from the Offering will be held in escrow pending satisfaction of the following conditions: (i) completion or waiver of all conditions precedent to the proposed amalgamation of the Company and BitGold (the "Amalgamation") to the satisfaction of the Agents; (ii) the receipt of all required shareholder, third party (as applicable) and regulatory approvals, including, without limitation, the conditional approval of the Canadian Securities Exchange or any other stock exchange in Canada, as applicable, for the Amalgamation and the listing of the common shares of the post-Amalgamation entity ("Amalco Shares") (including the Amalco Shares issued in exchange for the common shares of BitGold issued and issuable under the Offering); and (iii) BitGold and Dundee having delivered a release notice to the Subscription Receipt Agent (the "Escrow Release Conditions").
Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt shall be automatically exchanged without any further action by the holder, and for no additional consideration, for one unit of BitGold (each a "Unit"). Each Unit is comprised of one common share (a "Common Share") in the capital of BitGold and one-half of one Common Share purchase warrant of BitGold (each whole such warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one Common Share (a "Warrant Share") at an exercise price of C$1.35 per Warrant Share, subject to adjustment in certain events, for a period of 18 months from closing date of the Offering (the "Closing Date"), provided that if the closing price of the Common Shares (including, following the Amalgamation, the Amalco Shares) on the principal market on which such Common Shares trade is at least C$2.00 for 20 consecutive trading days, BitGold may accelerate the expiry date of the Warrants in which event the Warrants will expire upon the date (the "Accelerated Expiry Date") which is 30 days following the dissemination of a press release, or upon notice being provided by BitGold to the holders of the Warrants, as applicable, announcing the Accelerated Expiry Date.
If: (i) the Escrow Release Conditions are not satisfied by 5:00 p.m. on April 27, 2015; (ii) the business combination agreement to be entered into between the Company and BitGold in respect of the Amalgamation (the "Business Combination Agreement") is terminated at any earlier time; or (iii) BitGold has advised the Agents or announced to the public that it does not intend to proceed with the Amalgamation, holders of Subscription Receipts shall be refunded the full subscription price attributable to the Subscription Receipts together with any interest that was earned thereon during the term of escrow.
As partial consideration in connection with the Offering, BitGold issued to the Agents 462,346 agents' options (the "Compensation Options"). Each Compensation Option will be exercisable to acquire one Unit for a period of 24 months from the Closing Date at an exercise price of C$0.90 per Unit (an "Agents' Unit"). Each Agents' Unit shall be comprised of one Common Share and one-half of one Warrant. Upon satisfaction of the Escrow Release Conditions, BitGold will also pay to the Agents a cash commission of $416,111.96.
Assuming the Escrow Release Conditions are satisfied BitGold intends to use the net proceeds of the Offering to execute its marketing and customer acquisition strategy through a variety of online and offline channels, to further develop its software technology and intellectual property portfolio, and for general working capital purposes.
The common shares of the Company are currently halted from trading and are to remain halted from trading until completion of the Amalgamation.
Further details of the proposed Amalgamation will be provided in the management information circular (the "Circular") in respect of the upcoming Annual and Special Meeting of shareholders of Loma Vista to be held on March 16, 2015. It is expected that on or about February 23, 2015, the Circular will be mailed to the holders of common shares of the Company and posted on SEDAR under Loma Vista's profile at www.sedar.com.
BitGold's mission is to provide global access to gold for secure savings and transactions, making an extraordinary element useful and empowering again. BitGold is advancing the digital payments revolution by helping people around the world acquire, store, and spend gold with unprecedented simplicity.
The BitGold platform provides innovative solutions to the challenge of transacting with fully allocated and securely vaulted physical 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, or with currency through an ATM network. The platform also provides 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.
BitGold is a Canadian corporation with offices in Toronto, Canada, and Milan, Italy. BitGold has partnered with established professionals in auditing, vault security and web security, bullion dealing, 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 OFAC sanctioned countries.
About Loma Vista
Loma Vista was incorporated pursuant to the Business Corporations Act (Ontario) on June 21, 2012. Loma Vista was previously a mineral exploration business, but ceased its exploration activities and relinquished its mineral property interests on January 9, 2015. Loma Vista's current business is to identify and evaluate businesses and assets with a view to acquiring a new operating business.
Completion of the Amalgamation is subject to a number of conditions, including Canadian Securities Exchange acceptance and disinterested shareholder approval. The Amalgamation cannot close until the required shareholder approval is obtained. There can be no assurance that the Amalgamation will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular of Loma Vista to be prepared in connection with the transaction, any information released or received with respect to the transactions described herein may not be accurate or complete and should not be relied upon. Trading in the securities of Loma Vista should be considered highly speculative.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. The Canadian Securities Exchange has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this press release. The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this press release.
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. The information in this release about the proposed Amalgamation, the consolidation of the Loma Vista common shares, the anticipated use of the net proceeds of the Offering, the satisfaction of the Escrow Release Conditions, and the future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Company following the Amalgamation, the timing for the implementation of the Amalgamation, the listing of the common shares of Amalco on the Canadian Securities Exchange on a post-Amalgamation basis, the potential benefits of the Amalgamation, the likelihood of the Amalgamation being completed, and receipt of applicable shareholder approvals.
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 Loma Vista 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, risks relating to uncertainties associated with the Amalgamation; risks relating to the Business Combination Agreement terminating in certain circumstances; risk relating to the failure to satisfy the Escrow Release Conditions, risks relating to certain directors and officers of the Company possibly having interests in the Amalgamation that are different from other shareholders; risks that other conditions to the consummation of the Business Combination Agreement are not satisfied; global economic climate; dilution; the Company's and BitGold'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 and BitGold 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, BitGold and the industry; network security risks; the ability of the Company and BitGold 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; and volatile securities markets impacting security pricing unrelated to operating performance. Although Loma Vista 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. Loma Vista undertakes no obligation to revise or update any forward-looking information other than as required by law.
Loma Vista Capital Inc.