S1 Metals House Inc USCG Bond Issue
9.75% Fixed Rate USD Bond, Issuance due 2029
$100m Issuance Under the S1 Series DAC
Presentation November 2023 - CONFIDENTIAL
The Opportunity
The Product: $100m Listed Bond Issuance backed by a secured loan, which will also
include gold assets as collateral
Independently Rated: Rated by Credit Ratings Specialists – Credit Spectrum
Use of Funds: Proceeds will be used to purchase Physical Gold and for
expansion/growth of the company
Industry: Physical Precious Metals
Location: Global – US, UK and primary locations
Interest Rate Reserve: 10% of all capital raised to be held back for one (1) year as
the interest rate reserve
Loan term: 5 year Listed Bond (EUROBOND)
Rate: Fixed Rate 9.75% Per Annum (coupon paid semi-annually)
Assets: Physical Gold in Inventory or US Dollars held in bank accounts
www.metalshouse.com www.uscapital.com
S1 Metals House Inc
USCG Bond Issue
5-Year Listed Eurobond Offering
Note: Metals House Inc. Notes Due 2029
Listed Eurobond Offering Issuer: S1Series Designated Activity Company (“S1”) (Ireland)
Program Size: €5,000,000,000 (in GBP, EUR & USD)
USD $100M Issue Size Issue Size: Up to USD $100,000,000
Backing: Backed by secured loan, including gold assets as collateral
Recognized Stock Exchange Listing Listing: Vienna MTF
Term: 5 years
5-Year Offering Period /
Coupon: Fixed Rate 9.75% Per Annum
9.75% Coupon Coupon Frequency: Coupon paid semi-annually
Minimum Investment / Minimum Investment: USD $125,000
Bond Maturity Bond Maturity: 5 Years
10% Interest Rate Reserve
Key Risk Management Features Credit Rating Group: CreditSpectrum Corp.
Collateral Monitoring Agent: US Capital Global, LLC
Reporting / Clearing / Settlement Independent Financial Reporting: Alterest Limited
Principal Paying Agent: The Bank of New York Mellon
Paying Agent / Account Bank Account Bank: The Bank of New York Mellon
www.metalshouse.com www.uscapital.com
Capital Is Used To
Purchase Physical Gold
BNY Mellon acts as settlement agent for investment and paying agent for coupon
BNY MELLON
Investor
Lends Capital Pays
to Purchase Coupon
Physical Gold
Monitors Collateral
1. Investor transfers funds to BNY Mellon. Receives Generates
2. S1Series issues the Notes via Euroclear. Legal Title Arbitrage
to Gold Revenue
3. S1Series lends capital to Metals House.
4. Metals House purchases physical Gold and hedges the price risk.
5. Metals House generates revenue by capturing arbitrage spreads.
6. US Capital monitors collateral on behalf of investors.
7. S1Series pays coupon through BNY Mellon.
8. BNY Mellon directs Euroclear to settle coupon payment.
www.metalshouse.com www.uscapital.com
Capital Is Protected
Assets are always secured and insured
Investor
▪ Bullion is always held in secure bonded vaults at either Bullion Banks or licensed security companies.
▪ Cash balances are held in top tier banks.
▪ Precious metals are transported by global bonded security firms.
▪ Precious metals held in vaults or in transit are always insured for total net asset value.
▪ Claim on the assets flows through to investor.
www.metalshouse.com www.uscapital.com
Metals House Inc.
Metals House Inc. is an established Global Physical Precious Metals
Company with 11 offices in 9 countries on 4 continents.
Our mission is to deliver exceptional service to our clients in the
global physical gold market by capitalizing on the spreads which
exists between buyers and sellers of gold in various formats and
geographical locations
Metals House Inc.
Overview
Diversified Streams Of Revenue
Metals House Metals House The business Metals House
generates effectively model is highly captures low risk
streams of partners with resilient to spreads and
revenue within suppliers of economic swings other arbitrage
various segments physical gold and can produce opportunities
of the global with long term consistent income globally
physical gold contracts to buy in all market
supply chain their inventory at environments
a discount to the
London spot price
Complete Financial
Transparency
Financial Positions Are Uploaded To Alterest Weekly
Assets on the Balance Sheet are
Physical Gold in Inventory and
US Dollars
Assets are always safe, secured
and fully insured
Alterest Limited reports Metals
House assets to US Capital and
Credit Spectrum on a weekly
basis
KPMG is the Metals House
auditor
www.metalshouse.com www.uscapital.com
Collateral Is
Secured
Metals House’s Rigorous And Highly Disciplined Risk Management Program Uniquely
Complements The MH Notes By Safeguarding Its Precious Metals Inventory Through:
Zero Financial Fully Hedged No Counterparty Highly Liquid Fully Insured
Leverage Risk
Metals House Gold and silver Precious metals
Metals House hedges its precious Metals House are highly liquid inventory is insured
assumes no metals inventory assumes no regardless of for full replacement
financial leverage with futures counterparty risk as market conditions. value. This includes
offered by the contracts. Metals it executes only In fact, gold is inventory in transit,
multitude of House does not spot transactions one of the few such as ground
financial speculate on with its suppliers commodities courier and airlines,
derivatives. precious metals and customers. whose market and inventory in
price direction. Metals House does value can exhibit vaults.
not sell precious countercyclical
metals on credit. tendencies.
www.metalshouse.com www.uscapital.com
Robust Infrastructure
Ensures Long Term Success
AML/KYC Regulations Audits, Filings
Onshore/Off shore/Free Zone Jurisdictions and Structures
Unique Licensing/Export/Documentation/Tax
Requirements in Every Producer Country
Required In-Country Accounting & Compliance
Local Banking & Legal Representation in Every Country
Specific Requirements for Movement of Capital
Laws/Regulations/Filings In Local Languages
www.metalshouse.com www.uscapital.com
Dubai Operation Is
Strategically Located
Location Enhances Efficiency
Exceptional Logistics
Excess Gold Refining availability
Superior tax treatment
Free movement of capital in and out
Safety of jurisdiction and stability
Trading hub centrally located
Access to gold producers and purchasers via direct flights
World-class global security firms, vaults, security systems
www.metalshouse.com www.uscapital.com
Gold Market
Overview
Average Daily Trading Volume For Major Financial Assets Worldwide
www.metalshouse.com www.uscapital.com
Global Infrastructure
Metals House Inc.
Cayman
Metals House Metals House MHGS Trading DMCC Metals House
USA Hong Kong Dubai Canada
Metals House Metals House Metals House Metals House Metals House Metals House Metals House
Streaming Peru Trading Peru Dubai Gold Souk Colombia Ecuador Ghana Mali
Subsidiary Offices in Nine Countries on Four Continents In-Country Accounting & Compliance Officers
Local Teams in Producer Countries Long-Term Relationships with Global Transportation & Logistics Companies
Export Licenses in Place Multi-Currency Global Banking
Metals House
Key Milestones
Metals House Dubai Subsidiary United States Peru Colombia Ghana Ecuador
Inc. (MHI) Trading License Subsidiary Subsidiary Subsidiary Subsidiary Export
Founded Issued Launched Launched Launched Launched License Issued
Sep 2013 Mar 2014 Oct 2016 Jul 2019 Sep 2020 Aug 2022 Feb 2023
Infrastructure Buildout Revenue Generation
Dubai Canada Hong Kong Peru Export Colombia Ecuador Mali
Subsidiary Subsidiary Subsidiary License Export Subsidiary Subsidiary
Launched Launched Launched Issued License Issued Launched Launched
Oct 2013 May 2016 Jun 2017 Sep 2019 Jul 2021 Jan 2023 May 2023
www.metalshouse.com www.uscapital.com
Leadership Team
Trevor Michael Ayman Shahin Jean-Paul Musicco John Courtright
Founder, Executive Founder, Chief Chief Financial Chief Compliance
Chairman Executive Officer Officer Officer
Mr. Michael began his career in 1991 Mr. Shahin has 30+ years experience Jean-Paul Musicco (“JP”) is a capital Mr. Courtright is a 25+ year veteran
at CIBC World Markets, in Toronto, in the global physical and financial markets leader and entrepreneur of the financial services industry. He
where he established and precious metals markets. He began with over 30 years’ experience in began his career at Accenture, a
successfully managed the firm’s first his career in 1993 at CIBC World investment banking, hedge funds, global management consulting and
commodity and foreign exchange markets in Toronto on the spot gold and FinTech solutions. Most recently, technology services company, as a
proprietary trading desk. desk before moving to Republic he was Board Member and CFO of Senior Program Manager. Mr.
Subsequently, he held senior National Bank (RNB) in New York as Doran Jones, Inc., a software delivery Courtright then joined St. Croix Asset
commodity and foreign exchange Chief Dealer; at the time, RNB had company, which was sold to a P/E Management as a Principal
trading positions at Lehman Brothers, the largest gold desk in the world. Mr. firm in June of 2021. Previously, Mr. responsible for domestic and
Standard Bank and Graham Capital Shahin then held a similar position at Musicco was Founder of Trading international hedge fund operations.
Management. More recently, Mr. Lehman Brothers in New York prior to Apps Limited, a Fintech software Most recently, Mr. Courtright was
Michael acted as Chairman and joining Rudolf Wolff and Co, in company providing technology President of a commodity pool
CEO of a DIFC based investment London, a founding member of the solutions to the Securities Finance operator/ commodity trading
banking firm. Mr. Michael has London Metal Exchange. In 2000, Mr. industry. In the seventeen years advisor firm and President of a
successfully founded and managed Shahin moved to Dubai with ARY previous, Mr. Musicco was a registered investment advisor firm.
both investment firms and traditional Traders where his strong governance Managing Director for three high- He has launched several investment
companies. Mr. Michael holds an polices, risk management programs profile global firms including SAC funds including a gold bullion fund
Honors in Business Administration and hedging/trading strategies Capital Advisors – a multi-strategy and a gold/silver mutual fund.
(HBA) degree from the Ivey Business enabled ARY to become one of the hedge fund, Deutsche Bank – as
School at the University of Western major physical gold trading firms in Global Head Securities Lending, and
Ontario. the region. Mr. Shahin served on the CIBC World Markets in 1993 – as
DMCC Gold Advisory Board, 2002- Global Head of Financing and
2007; and holds a BSc. in Civil Arbitrage. Mr. Musicco holds a
Engineering from University of Texas Bachelor of Arts degree in Economics
at Austin. from the University of Western
Ontario.
Leadership Team
Bashir Alasmar Phillip King Mohiuddin Zaman Shaheen Hays
Global Head of Founding Partner Founding Partner Managing Partner
Technical Services (Asia) (UAE) (Peru)
Mr. Alasmar began his career in the Mr. King is a 25+ year veteran of the Mr. Zaman has over 30 years of Mr. Hays began his career in the
gold jewelry industry in Kuwait 30+ real estate industry with over 10 years experience in the international gold mining industry at Aruntani
years ago after completing his of corporate finance and financial banking industry. He began his Mining Company in Lima, Peru,
metallurgical studies in Spain. Mr. engineering experience. Mr. King career at ANZ Grindlays Bank (now where he oversaw project finance
Alasmar has extensive technical and began his career in real estate merged with Standard Chartered and process optimization for large
regional experience in the gold trade brokerage in the U.S. before Bank) and held various senior-level open pit mines. After several years of
developed while working in several returning to China in 2003 to advise positions at Bank of Credit & working on large mining projects, Mr.
middle-eastern countries. In 2000, Mr. Lehman Brothers on its first real estate Commerce International (BCCI), RAK Hays opened his own small mining
Alasmar joined ARY Gold Testing development project in Shanghai. In Bank, Mashreq Bank and Finance company, which successfully
Laboratory as Co–Founder and Chief 2005, he joined Willie International House. While at Mashreq Bank, Mr. operated a few placer projects and
Technician. Mr. Alasmar is an expert where he became a Managing Zaman pioneered bank financing for as well as two hard rock mines. Mr.
on regional regulations and legal Director and led numerous M&A the UAE jewelry trade. In 2006, Mr. Hays has gained valuable
requirements for establishing gold transactions. Mr. King also served as Zaman joined Damas Jewellery as experience in all aspects of the
testing laboratories. He has set-up an independent director for Glory CEO where he lead the company’s mining industry – from financing
and operated the first ISO 9001 Future Group and assisted with the IPO and gained further insight into large multi-million dollar open pit
certified laboratory in Dubai. takeover of Tack Fat Holdings where the jewelry and bullion trade in the projects, to the day-to-day running
he served as Executive Director. Mr. Gulf. Mr. Zaman later joined Abu of smaller placer and hard rock
King holds a B.A. Economics from Dhabi Commercial Bank as the Head mines, to helping artisanal miners
Santa Clara University and M.S. of Corporate Credit and most optimize their production and work
International Finance from the recently oversaw the bank’s credit within environmental and
University of San Francisco. risk management. international guidelines.
About The Security
The Issuer of the bonds, S1Series DAC (“S1”), is an Irish Section 110 tax status company owned via a charitable trust structure, in order to
render it remote from insolvency. As the issuer of the bonds, S1 will lend to [Metals House Inc. USCG] under a secured loan agreement, with
the rights of the issuer pledged to the security trustee. Notes issued will benefit from the Quoted Eurobond Exemption, meaning that the
issuer has no deductions for WHT therefore interest is paid gross to Note Holders. www.sequencecapital.co.uk
The Sponsor
US Capital Global Securities, LLC (“USCG”) is registered with the Securities and Exchange Commission (SEC) as a broker-dealer and is a
member of the Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation (SIPC). The business also
has licensed and fully regulated private placement operations in the UK (FCA Registered) and in the UAE (DFSA Registered). The US Capital
team has provided asset management and corporate finance services to clients for over 20 years now. Clients are served in international
locations with relationships in most global financial centers. Having one brand, US Capital, allows the business to expand the opportunity for
profitable relationships with clients across its different business units and locations. www.uscapital.com
www.metalshouse.com www.uscapital.com
Disclaimer
Please refer to the Series Information Memorandum and Series Pricing Terms.
EEA
Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation. The information
conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) contained in this Summary and the corresponding Series Memorandum is supplemental to, and should be read in conjunction with, the
all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently Programme Information Memorandum (see the section titled “Documents Incorporated by Reference” below). This Series Memorandum
offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturer’s target market assessment; includes particulars for the purpose of giving information with regard to the issue by the Issuer of the Notes. No person has been
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either authorised to give any information or to make any representation other than those contained in this Series Memorandum in connection
adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels. The Notes are not with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail authorized by the Issuer or the Programme Administrator (as specified below). Neither the delivery of this Series Memorandum nor any
investor within the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a sale of Notes made in connection therewith shall, under any circumstances, create any implication that there has been no change in the
“Retail client” as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), affairs of the Issuer since the date of this Series Memorandum or the date upon which this Series Memorandum has been most recently
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified amended or supplemented or that there has been no adverse change in the financial position of the Issuer since the date of this Series
investor as defined in the Prospectus Regulation. No key information document required by Regulation (EU) No 1286/2014 (as amended, Memorandum or the date upon which this Series Memorandum has been most recently amended or supplemented or that any other
the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared information supplied in connection with the Programme or the Notes is correct as of any time subsequent to the date on which it is
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the supplied or, if different, the date indicated in the document containing the same.
PRIIPs Regulation.
THE DISTRIBUTION OF THIS DOCUMENT AND SERIES MEMORANDUM AND THE OFFERING OR SALE OF THE NOTES IN CERTAIN
United Kingdom JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS SERIES MEMORANDUM COMES ARE REQUIRED BY
THE ISSUER AND THE PROGRAMME ADMINISTRATOR TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTION.
Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business The Notes have not been and will not be registered under the United States Securities Act of 1933 (the “Securities Act”) and the Notes
Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the may include notes in bearer form that are subject to U.S. tax law
European Union (Withdrawal) Act 2018 (“EUWA”); and (ii) all channels for distribution of the notes to eligible counterparties and requirements. Notes may not at any time be offered, sold or, in the case of Notes in bearer form, delivered within the United States or to,
professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into or for the account or benefit of, any person who is (a) a U.S. person (as defined in Regulation S under the Securities Act); (b) a U.S. person
consideration the manufacturer’s target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and (as defined in the credit risk retention regulations issued under Section 15G of the U.S. Securities Exchange Act of 1934) or (c) not a Non-
Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the notes (by either adopting United States person (as defined in Rule 4.7 under the U.S. Commodity Exchange Act of 1936, but excluding for purposes of subsection
or refining the manufacturer’s target market assessment) and determining appropriate distribution channels. (D) thereof, the exception to the extent that it would apply to persons who are not Non-United States per- sons). If such an investor is
purchasing the Notes on their issue date, such an investor may also be required to provide the Programme Administrator with a letter
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available containing a representation substantially in the same form as the deemed representation specified above.
to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client,
as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer Any investor in the Notes (including purchasers following the issue date of such Notes) shall be deemed to give the representations,
within the meaning of the provisions of the Financial Services and Markets Act 2000 (“FSMA”) and any rules or regulations made under the agreements and acknowledgments specified in the Programme Information Memorandum and herein, including a representation that it
FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article is not, nor is it acting for the account or benefit of, a person who is (a) a U.S. person (as defined in Regulation S under the Securities Act);
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in the (b) a U.S. person (as defined in the credit risk retention regulations issued under Section 15G of the U.S. Securities Exchange Act of 1934)
Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Therefore, no key information document required by the or (c) not a Non-United States person (as defined in Rule 4.7 under the U.S. Commodity Exchange Act of 1936, but excluding for purposes
PRIIPS Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or of subsection (D) thereof, the exception to the extent that it would apply to persons who are not Non-United States persons).
otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise
www.metalshouse.com www.uscapital.com
Thank You Prodipta Bhattacharya, PhD
Managing Director – Structured Credit and Equity
[email protected]
Office +44 20 3488 8201
Mobile: +44 7720 286284
US Capital Global
8 St James’s Square
London SW1Y 4JU
www.uscapital.com
LEI Code: 213800142MKW4V895D96 © US Capital Global Partners, LLC. All rights reserved.
