Proposed acquisition advances AUC's strategy in tokenized real-world assets and gold-backed digital infrastructure

IRVINE, Calif., July 31, 2026 (GLOBE NEWSWIRE) -- ATIF Holdings Limited (the "Company" or "ATIF") today announced that it has entered into a definitive acquisition agreement with GoldCoin Labs Limited ("GoldCoin"), a British Virgin Islands company, and GoldCoin's sole shareholder. Under the agreement, ATIF will acquire all of the outstanding equity interests of GoldCoin. Upon completion of the transaction, GoldCoin will become a wholly owned subsidiary of ATIF.

Transaction Highlights

All-share consideration. ATIF has agreed to issue 2,815,005 ordinary shares, par value $0.001 per share, to GoldCoin's sole shareholder.Transaction value. The consideration is valued at $20 million and was determined in accordance with the five-trading-day volume-weighted average price mechanism specified in the acquisition agreement.Independent fairness opinion. In connection with its approval of the transaction, ATIF's board of directors obtained an independent fairness opinion from Pinetree Advisory and Valuation Limited, which concluded that the transaction is fair, from a financial point of view, to ATIF and its shareholders.Shareholder lock-up. The sole shareholder of GoldCoin will enter into a 180-day lock-up agreement covering the ATIF securities received in the transaction, subject to the terms and exceptions set forth in the lock-up agreement.Closing conditions. Completion remains subject to customary closing conditions, including required approvals, continued Nasdaq listing compliance, authorization for listing of the consideration shares, and the absence of legal restraints preventing the transaction. "The proposed acquisition of GoldCoin represents a next step in ATIF's digital-asset strategy. We believe GoldCoin's work to connect physical gold with blockchain-based infrastructure complements our capital-markets and advisory experience. Together, we intend to explore compliant and transparent applications for gold-backed digital assets while remaining disciplined about execution, custody, reserve verification and regulatory requirements."

- Dr. Kamran Khan, Chairman and Chief Executive Officer of ATIF

Strategic Rationale

As previously disclosed in a press release of the Company, on April 28, 2026, the Company entered into a non-binding letter of intent (“LOI”) with Metra Group Limited, a Cayman Islands exempted company (“Metra Group”), pursuant to which the Company proposed to acquire all equity interests of Metra Group, a company engaged in issuing verifiable physical gold backed digital coins and a unified gold coin supported financial, trading, payment, settlement and asset management ecosystem. Following the completion of its due diligence review and further commercial negations with Metra Group and Metra Group shareholders, the Company’s management decided not to proceed with the transaction contemplated by the LOI. Accordingly, the LOI expired on June 28, 2026. Instead, the Company decided to acquire GoldCoin, which is indirectly wholly owned by Metra Group and serves as one of Metra Group’s business divisions. The board believes the proposed acquisition is expected to provide ATIF with exposure to the tokenized real-world asset sector through the acquisition of GoldCoin rather than the broader Metra Group ecosystem. The transaction is intended to complement ATIF's existing digital-asset strategy by combining ATIF's capital-markets and advisory experience with GoldCoin's gold-tokenization platform.

ATIF believes the proposed acquisition may position the companies to pursue opportunities in gold-backed digital assets, blockchain-based settlement, payments and cross-border financial services. The transaction may also diversify ATIF's business and provide a platform for future product development and commercial collaborations. Realization of these anticipated benefits remains subject to the consummation of the proposed acquisition, the regulatory requirements, market adoption, technology and custody risks, and successful execution of the combined business plan.

About GoldCoin and Metra Gold

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

GoldCoin's business model contemplates token issuance and redemption, third-party custody of underlying gold, reserve verification, and blockchain-based transfer and settlement. Development, implementation and availability of GoldCoin's products and services remain subject to applicable regulatory requirements, custody and reserve arrangements, technology development and market adoption.

Additional Transaction Information

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, as amended. The definitive acquisition agreement and form of lock-up agreement are expected to be filed with the U.S. Securities and Exchange Commission as exhibits to ATIF's Report on Form 6-K. The foregoing description is qualified in its entirety by reference to those agreements.

About ATIF Holdings Limited

ATIF Holdings Limited is a financial consulting company that provides business advisory and financial consulting services to small and medium-sized enterprises. Since October 2025, ATIF has explored the bitcoin sector through direct purchases and mining operations, and in April 2026 expanded into digital-asset and cryptocurrency consulting. ATIF was founded in 2015 and is headquartered in California. For more information, visit www.atifus.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding the proposed acquisition; the expected timing and ability of the parties to complete the transaction; satisfaction of closing conditions; Nasdaq authorization for listing the consideration shares; the expected benefits, strategy and opportunities of the combined business; development, backing, custody, verification, issuance, redemption, adoption and regulatory treatment of GOLDM; and future product development, partnerships, payments, settlement and cross-border financial services. Words such as "believe," "expect," "intend," "may," "will," "could," "potential," "anticipate," "plan" and similar expressions identify forward-looking statements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including the risk that closing conditions are not satisfied; required approvals or Nasdaq authorization are delayed or not obtained; the transaction is terminated; integration is unsuccessful; anticipated benefits are not realized; digital-asset, securities, commodities, payments, sanctions, anti-money-laundering or other laws restrict the business; physical gold reserves, custody or verification arrangements are delayed, unavailable or insufficient; cybersecurity, technology, liquidity, gold-price, market-adoption and counterparty risks; and the other risks described in ATIF's filings with the SEC. Readers should not place undue reliance on these statements. ATIF undertakes no obligation to update forward-looking statements except as required by law.

Investor and Media Contact

ATIF Holdings Limited

Dr. Kamran Khan

Email: [email protected]

Website: www.atifus.com

Image: https://www.globenewswire.com/newsroom/ti?nf=OTgwMTYwMCM3NzUzMDM2IzUwMDA3MzE0OA==

Image: https://ml.globenewswire.com/media/N2ZjODcyMjYtMTY1NC00ODQwLTk2NDctYTE3MDQ1ZmM2NTZiLTUwMDA3MzE0OC0yMDI2LTA3LTMxLWVu/tiny/ATIF-Holdings-Limited.png

Source: ATIF Holdings Limited