NEWS RELEASE FOR IMMEDIATE RELEASE May 29, 2015 Toronto, Ontario TSX-V SYMBOL: XAU BitGold Announces C$18.2 Million Bought Deal Financing NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES Toronto, Ontario (May 29, 2015) – BitGold Inc. (TSX-V: XAU) ("BitGold" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by GMP Securities L.P. and including Clarus Securities Inc., Canaccord Genuity Inc. and Dundee Securities Ltd. (collectively, the “Underwriters”), which has agreed to purchase, on a bought deal basis, 5,000,000 common shares (the “Shares”) of the Company at a price of C$3.65 per Share, for aggregate gross proceeds of C$18,250,000 (the “Offering”). The Underwriters will also have the option exercisable, in whole or in part, to purchase up to an additional 750,000 Common Shares to cover the Underwriters' over-allotment position. In the event that the option is exercised in its entirety, the aggregate gross process of the Offering will be C$20,987,500 The net proceeds of the Offering are expected to be used for brand development, customer acquisition through online marketing, event marketing, ATM development and deployment, user interface development across platforms (desktop, mobile, ATM), servicing of customers and working capital. The Shares will be offered by way of private placement to "accredited investors" in all of the provinces of Canada (other than the Province of Quebec) pursuant to National Instrument 45-106 – Prospectus Exempt Distributions and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended. The Shares will be subject to a four-month hold period in Canada. The Shares have not been registered under the United States Securities Act of 1933, as amended, or applicable state securities laws, and the Shares may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The Offering is expected to close on or about June 16, 2015. Closing of the Offering is subject to certain conditions typical for a transaction of this nature and the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. About BitGold BitGold’s mission is to make gold accessible and useful in digital payments and secure savings. The BitGold platform provides innovative solutions to the challenge of transacting with fully allocated and securely vaulted 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. The platform will also provide 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. All physical gold acquired through the platform is owned by the customer, stored in vaults administered by The Brink’s Company, acting through Brink’s Global Vault Services International, Inc. (“Brink’s”), which insures gold through third party insurance providers. As previously announced, BitGold has entered into an acquisition agreement to purchase the operating and intellectual property assets of GoldMoney Network Limited ("GoldMoney"), subject to regulatory approvals and other customary closing conditions. BitGold is a Canadian corporation with offices in Toronto, Canada, and Milan, Italy. BitGold has partnered with established professionals in bullion dealing, vault security and web security, payment processing, and is committed to best-practice systems for compliance with all applicable laws and regulations regarding antimoney 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 sanctioned countries About GoldMoney GoldMoney, a gold and precious metals vaulting business founded in 2001 by James Turk and Geoff Turk. GoldMoney offers an easy way to buy gold, silver, platinum and palladium online and safely store for customers these precious metals in five countries. It is GoldMoney’s vision that the benefits and dependability of gold and silver should be easily available to everyone, while providing its customers with assurances of integrity so they know their money is safe. For more information, please contact: Josh Crumb Co-founder and Chief Strategy Officer BitGold Inc. Tel.: 647-494-9042 No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy of this release. Forward-Looking Information 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. 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 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 forwardlooking information. Such factors include, among others: risk factors relating to the timely receipt of all regulatory and third party approvals for the Offering, including that of the TSX Venture Exchange, that the Offering may not close within the timeframe anticipated or at all or may not close on the terms and conditions currently anticipated by the Company for a number of reasons including, without limitation, as a result of issues arising that are subject to certain termination provisions agreed to with the Underwriters, as well as the acquisition of GoldMoney, being completion of satisfactory due diligence, settlement of definitive documentation, satisfaction of closing conditions, receipt of regulatory approvals and, generally, the completion of the acquisition on the terms as described if at all; the Company’s limited operating history; future capital needs and uncertainty of additional financing; the competitive nature of the industry; unproven markets for the Company’s product offering; volatility of gold prices & public interest in gold investment; lack of regulation and customer protection; the need for the Company 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 and the industry; network security risks; the ability of the Company to maintain properly working systems; foreign currency and gold trading risks; use and storage of personal information and compliance with privacy laws; use of the Company’s services for improper or illegal purposes; global economic and financial market conditions; uninsurable risks; and those risks set out in the Company’s public documents filed 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 revise or update any forward-looking information other than as required by applicable securities legislation.
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