Lionsgold Share Discussion Threads

[doomongor] 21/4/2018 16:08

Next week looks like it's going to be rocky

[1rodson] 21/4/2018 10:08

Lionsgold Limited (AIM:LION) Offer to Become 100% Owner Of Goldbloc
abm April 13, 2018


Lionsgold (LON: LION), the AIM quoted company focused on the exploration, production and retail application of physical gold, including the development of the digital currency Goldbloc, announces that it has made a £1.35m share-for-share offer to the remaining shareholders of TRAC Technology Ltd (“TRAC”) with a view to increasing Lionsgold’s shareholding from 55% up to 100%.

Highlights:

· Lionsgold has offered new ordinary shares in Lionsgold based on the 10-day volume weighted average price (“vwap”) at close of trading on 12 April 2018 of 2.3271p each (the “Consideration Shares”), to the holders of the remaining 45% of TRAC (“TRAC Shareholders”), based on an equity valuation of £3,000,000 (the “Offer”).

· The purpose of the Offer is to consolidate ownership of TRAC under Lionsgold to increase flexibility and shorten timeframes for implementing corporate and business strategies moving forward with TRAC and its digital gold currency, Goldbloc.

· By exchanging TRAC shares for Lionsgold shares, TRAC Shareholders maintain a financial interest in Goldbloc and exposure to its potential upside through their Lionsgold shareholding.

· TRAC CEO, Ralph Hazell and his partner have agreed to sell their aggregate holding of 25.63% of TRAC to Lionsgold under the terms of the Offer.

· LION CEO, Cameron Parry has also agreed to sell his 5% shareholding in TRAC to Lionsgold under the terms of the Offer increasing Lionsgold’s minimum level of direct ownership of Goldbloc upon close of the Offer to above 85%.

· Should Lionsgold become 100% owner of TRAC, the board of Lionsgold intends to assign to TRAC the three-year exclusive right to utilise the Railsbank Technology Ltd (“Railsbank221;) platform for physical gold and gold derivatives to be transacted through bank accounts.

· By consolidating the full ownership of TRAC and the assignment of the three year exclusive rights to the Railsbank platform for gold products, LION’s board believes this should enable the value of TRAC and Goldbloc to be optimised for the benefit of all Lionsgold shareholders including the TRAC shareholders that become LION shareholders.

· The Offer closes at 5.00 p.m. on Friday 20 April 2018.

Lionsgold Non-Executive Chairman, David Price, commented: “Lionsgold intends to significantly increase its ownership from the current 55% of its subsidiary TRAC Technology Ltd, the entity in which the digital gold currency Goldbloc, has been developed. Lionsgold also owns 12.5% of Railsbank – the developer of the banking and compliance platform that Goldbloc requires to be able to utilise physical gold in customers’ bank accounts. Lionsgold owns a three-year exclusive right to utilise the Railsbank platform for gold related products to be transacted in bank accounts and should TRAC become a 100% wholly owned subsidiary, Lionsgold shall assign that exclusive right to TRAC, creating certainty for Goldbloc as well as future opportunities for gold-related products that can be developed within TRAC.

“The Goldbloc mobile phone banking application is on schedule for release in the UK this quarter. The board considers the full buy-out of TRAC to be strategically and operationally important and we believe the timing of this corporate transaction at the current valuation to be opportune as we expect the understanding, acceptance and value of Goldbloc to increase with product rollout. The Offer has been made to all TRAC Shareholders and should the value of Goldbloc increase, current TRAC shareholders who accept the Offer would share in the benefit of that increase as Lionsgold shareholders.

“We look forward to providing further details upon completion of the Offer.”

Details of the Offer

Based on the 10 day vwap of 2.3271p, Lionsgold is to offer 58,012,118 LION shares for the remaining 1,032 (45%) TRAC shares not currently owned by Lionsgold.

TRAC CEO Ralph Hazell and partner and LION CEO Cameron Parry have agreed to exchange their TRAC shares for Lionsgold shares under the Offer thus Lionsgold is assured of increasing its ownership of TRAC from 55% to above 85%.

All TRAC Shareholders are receiving the Offer concurrently to the release of this announcement to market. The Offer closes at 5.00 p.m. on Friday 20 April 2018.

Lionsgold wishes to become 100% owner and hold TRAC in its group structure as a wholly owned subsidiary, but there can be no guarantee it will hold more than approximately 85% upon close of the Offer.

As at 30 June 2017, TRAC had an unconsolidated net asset value of £8,728 and reported an unconsolidated profit before tax for the year then ended of £3,619. As at 30 June 2017, The Real Asset Co. Limited, TRAC’s wholly owned subsidiary, had an unconsolidated net asset deficit of £43,728 and reported an unconsolidated profit before tax for the year then ended of £7,689.

Lionsgold currently holds the exclusive right to utilise the Railsbank platform for placing physical gold and gold derivatives in bank accounts. Lionsgold intends to transfer those rights to TRAC if it becomes a 100% wholly owned subsidiary of LION.

Related Party Transactions

The agreements between the Company and each of Ralph Hazell and Cameron Parry to exchange their holdings of ordinary shares in TRAC for Consideration Shares constitute related party transactions under Rule 13 of the AIM Rules for Companies. The Directors of the Company (excluding Cameron Parry), having consulted with WH Ireland Limited, the Company nominated adviser, consider the terms of the transactions with Mr. Hazell and Mr. Parry to be fair and reasonable insofar as shareholders are concerned.

About Goldbloc

Goldbloc has been designed by TRAC’s CEO and LION’s CEO and is the culmination of ongoing work by Lionsgold and its majority owned fintech subsidiary, TRAC Technology Ltd (“TRAC” or “The Real Asset Company”) evolving from the original TRAC offering available at www.therealasset.co.uk to a digital gold currency utilised in bank accounts. The Real Asset Company enables individuals to buy, hold and trade gold and silver bullion securely and efficiently. The user-friendly platform sits on top of global vaulting infrastructure, providing an online account for buying gold and silver and holding precious metals.

Goldbloc, provides the safety and tangibile value of physical gold with the convenience of everyday banking. Goldbloc’s unique proposition and competitive advantage is the ability to provide a bank account and debit card linked to physical gold directly owned by the banking customer.

Each Goldbloc is 1/1,000th of a gram of gold and developed to be deposited and spent via the global banking network. www.goldbloc.com

[snakesbelly] 20/4/2018 20:49

WHAT HAPPENED TO OUR RNS PARRY !!!!!!!!!!!!!!!! LOTS UNDERWATER AGAIN !!!!!!'

[1rodson] 20/4/2018 17:33

sea720 Apr '18 - 16:51 - 1452 of 1454 (Filtered)

sea720 Apr '18 - 16:51 - 1452 of 1454 (Filtered)
sea720 Apr '18 - 17:25 - 1456 of 1456 (Filtered)

AND ALL OF THIS UGLY MINDED CRUD'S POSTS WILL GET THE FILTER FULL STOP.

HE IS TOO THICK TO GET THE MESSAGE

[sea7] 20/4/2018 17:25

rodson - mummys boy.

[1rodson] 20/4/2018 17:22

sea720 Apr '18 - 16:51 - 1452 of 1454 (Filtered)

[wrtmf] 20/4/2018 17:18

ukinvestor show tomorrow - lion will be amongst exhibitors, but there is this also on the main stage schedule:

13.59 – 14.24 25 min What is Blockchain and is Bitcoin a Bubble?: Chaired by Dominic Frisby with Malcolm Palle, Jonathan Bixby, Bob McDowall, Tony Sanders and Ralph Hazell



i'm guessing that's RH of trac
RH's task should be to name drop goldbloc as many times as possible!
:)

[idle jack] 20/4/2018 16:52

Oh he's crackers too....haha...

[sea7] 20/4/2018 16:51

idle jack - perhaps then you would like to be balanced and criticise that idiot rodson for bad mouthing everyone and claiming to have a personal holding of over 3% of the company yet no TR1.

The bloke is prolific in BS posts, yet you criticise others.

[1rodson] 20/4/2018 16:50

YOU HAVE LITTLE OPTION BUT TO SIT BACK AND ENJOY THE GAME AS LIKE IT OR NOT ITS GONNA ........................... a manipulated share price for quite a while yet.

AH WELL ANOTHER GREAT WEEK FOR ME AND THAT ALL THAT MATTERS ON THESE BBs where its pig eat pig.

[1rodson] 20/4/2018 16:33

sea720 Apr '18 - 15:15 - 1446 of 1449 (Filtered)

[billthebank] 20/4/2018 16:10

One hour to go!!!

[tizzer] 20/4/2018 15:21

Loving the running commentary from our resident shorter, great crack, you need to get out more buddy!!

[doomongor] 20/4/2018 15:17

Yeah it is going down again now

[sea7] 20/4/2018 15:15

no rodson/snakesbelly/dan miller - you need to disclose it to the company, unless of course it is yet another lie.

Incidentally snakesbelly, I thought you had me on filter, or is that just under your other name, rodson.

[1rodson] 20/4/2018 14:52

sea720 Apr '18 - 12:49 - 1443 of 1444 (Filtered)

[wrtmf] 20/4/2018 13:03

less than 4 hours to the close of offer to trac shareholders.
fun to start next week.....?

[tizzer] 20/4/2018 13:01

Oh look it's on the way back up....better close that short doomongi

[wrtmf] 20/4/2018 13:01

from lse,

'It is highly amusing to see the sales going through in the hundreds and the buys in the thousands, tells you where this stock is going imo.'

[sea7] 20/4/2018 12:49

no rodson/snakesbelly/dan miller - you need to disclose it to the company, unless of course it is yet another lie.

Incidentally snakesbelly, I thought you had me on filter, or is that just under your other name, rodson.