Lionsgold Regulatory News (LION)

HEADLINE ALTERATION

The headline for the Lionsgold Limited announcement released on 20 February 2018 at 10:21AM under RNS No 3822F should read "Banking Platform Ownership and Exclusive for Gold".

The announcement text is unchanged and is reproduced in full below.

Lionsgold Limited

("Lionsgold", "LION" or the "Company")

Banking Platform Ownership and Exclusive for Gold

Lionsgold (LON: LION), the AIM quoted company focused on the exploration, production and retail application of physical gold, including the development of the Goldbloc digital currency, announces that it has completed its due diligence and will proceed with its planned investment into global banking and compliance platform provider, Railsbank Technology Limited ("Railsbank").

Highlights:

· Lionsgold confirms investment amount of £1.271 million from existing funds to acquire 12.5% of Railsbank, on a fully diluted basis, on completion of Railsbank's current pre-Series A funding round.

· Demonstrating management's belief in the viability and potential value of Railsbank and its underlying technology, concurrently with Lionsgold's investment, LION CEO Cameron Parry and TRAC Technology CEO Ralph Hazell to co-invest £125,000 and £50,000 respectively in Railsbank on the same terms as Lionsgold.

· By proceeding with the 12.5% equity investment, Lionsgold (or its subsidiary nominee) has gained exclusive access to Railsbank's banking platform in relation to deposits, currencies, tokens and any other products connected with physical gold or gold derivatives, for a period of three years.

· Lionsgold CEO, Cameron Parry to be appointed to the board of Railsbank as a Non-Executive Director.

· Since the announcement of Binding Heads of Agreement ("BHA") on 18 January 2018, Railsbank has announced it has entered into an agreement with business to business card issuer, Cornercard UK, to see Mastercard debit cards issued in connection with bank accounts provided through the Railsbank platform.

Lionsgold Chief Executive Officer, Cameron Parry, commented: "Lionsgold is delighted to confirm that the Company has completed its due diligence process and is proceeding with its investment, funded from exisiting cash resources, to acquire 12.5% of Railsbank and secure the exclusive use of their banking and compliance platform for physical gold and gold derivatives to be held within bank accounts.

"This transaction is fundamentally important for LION and was a key strategy and priority to complete in the lead up to the release of its digital gold currency Goldbloc; scheduled for launch during next quarter with a mobile phone banking app and attaching Mastercard debit card.

"We look forward to providing further updates over the coming weeks."

Terms of Equity Investment and Exclusivity for Gold

Lionsgold and Railsbank entered into a binding heads of terms on 18 January 2018. Under the BHA Lionsgold was to invest £1.25 million for 128,640 new ordinary shares in Railsbank, representing a 12.5% equity stake on a fully diluted basis on completion of Railsbank's current funding round.

Lionsgold had an exclusive 30 day due diligence period and having completed its due diligence, LION is completing the subscription with payment being made over the next five business days.

Due to oversubscriptions to enable additional strategic investment in the round, Lionsgold has agreed to invest a total of £1,270,996.68 for 130,800 ordinary shares in Railsbank to hold a 12.5% equity interest on a fully diluted basis upon the closing of this pre-Series A funding round.

Upon deal completion, Cameron Parry, Lionsgold CEO, will be appointed to the board of Railsbank as a Non-Executive Director. 

As part of its cornerstone investment, Lionsgold (or its subsidiary nominee) has secured the exclusive rights to access Railsbank's banking platform in relation to deposits, currencies, tokens and products connected with physical gold or gold derivatives, for a period of three years from date of subscription completion.

Lionsgold shall be entitled to pre-emption rights in relation to any new issue of shares by Railsbank. for such time as LION is interested in 10% or more of Railsbank's shares. Railsbank reported a loss before tax of £440,454 for the financial year ended 31 March 2017.

Concurrently with Lionsgold completing its investment, LION CEO Cameron Parry, Global Strategy Consultant, Alan Davies and TRAC Technology CEO, Ralph Hazell plan to co-invest £125,000, £125,000 and £50,000 respectively in Railsbank, for equity stakes of 1.23%, 1.23% and 0.49% respectively, on the same terms as the Company.

About Railsbank

Railsbank is a banking and compliance platform which connects a global network of partner banks with companies who want API (Application Programmer Interface) access to global banking.

Railsbank simplifies on-boarding companies to its banking partners, then gives access via the Railsbank API to banking services such as creating digital ledgers, connecting digital ledgers to real bank accounts, issuing IBANs for ledgers, receiving money, sending money, converting money (FX), collecting money (direct debit), issuing cards, and managing credit.

www.railsbank.com 

About Goldbloc

Goldbloc is the culmination of ongoing work by Lionsgold and its majority owned fintech subsidiary, The Real Asset Company ("TRAC") evolving the original TRAC product offering available via www.therealasset.co.uk. The Real Asset Company enables individuals to buy 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 gold to be utilised with the certainty and convenience of everyday banking. Goldbloc's unique proposition and competitive advantage is the ability to provide a bank account and debit card linked to an individual's physical gold.

Goldbloc is a breakthrough digital currencty that enables physical gold (each Goldbloc being 1/1,000th of a gram of gold) to be transferred and received via the global banking system. www.goldbloc.com

Enquiries:

About LIONSGOLD Limited (LON: LION)

Lionsgold is a London Stock Exchange AIM market quoted, gold-focused company involved in the exploration, production and retail application of physical gold, with gold assets in India and Finland and a majority owned financial technology company developing the digital gold currency, Goldbloc.

Lionsgold's three core focuses are:

· Strategic partnership with leading India gold exploration and mine development company, Geomysore, in which Lionsgold holds 21.15%;

· Majority ownership of a financial technology platform providing online accounts for people to hold and utilise physical gold (www.goldbloc.com / www.indexgold.com / www.therealasset.co.uk); and

· Gold exploration and production in Central Eastern Finland.