ATIF Holdings Limited to Acquire GoldCoin Labs Limited in Push for Tokenized Gold Assets

On July 31, 2026, ATIF Holdings Limited announced a definitive agreement to acquire GoldCoin Labs Limited, a developer of tokenized gold infrastructure, for $20 million in an all-share transaction. ATIF will issue 2,815,005 ordinary shares to GoldCoin's sole shareholder, subject to a 180-day lock-up. This acquisition represents a strategic pivot from a previous plan to acquire GoldCoin's parent, Metra Group Limited, and aims to expand ATIF's digital-asset strategy into gold-backed digital assets.

GoldCoin Labs acquisition

• ▪Completion of the transaction remains subject to customary closing conditions, including required approvals, continued Nasdaq listing compliance, and authorization for listing of the consideration shares.
• ▪ATIF Holdings Limited entered into a definitive acquisition agreement to acquire all outstanding equity interests of GoldCoin Labs Limited on July 31, 2026.
• ▪Upon completion of the transaction, GoldCoin Labs Limited will become a wholly owned subsidiary of ATIF Holdings Limited.

Tokenized gold infrastructure

• ▪GoldCoin Labs Limited's stated reserve standard is gold meeting London Bullion Market Association Good Delivery requirements.
• ▪Each Metra Gold (GOLDM) token is intended to represent one gram of fine gold and to be backed on a 1:1 basis by physical gold.
• ▪GoldCoin Labs Limited, incorporated in December 2025, is developing the issuance and related infrastructure for Metra Gold (GOLDM), a tokenized digital representation of physical gold.

Strategic pivot from Metra Group

• ▪ATIF Holdings Limited decided to acquire GoldCoin Labs Limited, which is indirectly wholly owned by Metra Group Limited, instead of the broader Metra Group Limited ecosystem.
• ▪On April 28, 2026, ATIF Holdings Limited entered into a non-binding letter of intent to acquire all equity interests of Metra Group Limited.
• ▪The non-binding letter of intent between ATIF Holdings Limited and Metra Group Limited expired on June 28, 2026, after ATIF Holdings Limited's management decided not to proceed with the transaction.

All-share transaction structure

• ▪ATIF Holdings Limited agreed to issue 2,815,005 ordinary shares, par value $0.001 per share, to the sole shareholder of GoldCoin Labs Limited.
• ▪The transaction consideration is valued at $20 million, determined in accordance with a five-trading-day volume-weighted average price mechanism.
• ▪ATIF Holdings Limited's board of directors obtained an independent fairness opinion from Pinetree Advisory and Valuation Limited concluding the transaction is fair.

Shareholder lock-up agreement

• ▪The issuance of the consideration shares is expected to be made in reliance on an exemption from registration under Regulation S of the Securities Act of 1933.
• ▪The sole shareholder of GoldCoin Labs Limited will enter into a 180-day lock-up agreement covering the ATIF Holdings Limited securities received in the transaction.

ATIF digital-asset strategy

• ▪ATIF Holdings Limited is a financial consulting company founded in 2015 and headquartered in California.
• ▪In April 2026, ATIF Holdings Limited expanded its business into digital-asset and cryptocurrency consulting.
• ▪Since October 2025, ATIF Holdings Limited has explored the bitcoin sector through direct purchases and mining operations.