Archblock - Chapter 11 APA Summary

Private Sale Summary — 400 oz Gold Bar

Transaction Overview

• The debtors seek approval of debtor TrueCoin LLC's private sale of a single 400 troy ounce Heraeus gold bar to Pacific Precious Metals, LP, free and clear of liens, claims, encumbrances and interests except as set forth in the sale agreement, with no auction or further marketing contemplated.
• The purchase price is floating: promptly after entry of the sale order, the buyer will obtain from StoneX the prevailing market reference price for gold quoted at the time the buyer locks pricing, and the price payable equals the bar's value at that reference price less a discount not to exceed 2.5%. The buyer must confirm the reference price and resulting purchase price to the seller in writing before closing. The motion's business-judgment argument describes the discount as a flat 2.5%, while the agreement and the motion's own description of it state a discount of up to 2.5%.
• No deposit is required; the buyer has no obligation to pay any deposit or any portion of the price before closing, and represents it has sufficient funds available at closing.
• Cash proceeds will be property of the estate, with distribution to be made in accordance with further order of the Court.
• The motion was filed Sept. 25, 2026 and remains pending; the debtors request a hearing on or before Oct. 13, 2026, and the proposed order — not yet entered — would approve the agreement in its entirety, including the Section 1.2 pricing methodology, and find the buyer a good-faith purchaser under section 363(m) and not a successor to the debtors.

Parties

• Seller: TrueCoin LLC, a Delaware limited liability company and one of six debtors in the Archblock LLC Chapter 11 cases.
• Buyer: Pacific Precious Metals, LP, a California limited partnership.
• The debtors state the buyer is not an insider, that no common ownership, control or affiliation links the parties, and that no agreements were entered into between the buyer and the debtors' management in connection with the sale. There are no releases.

Asset

• All of the seller's right, title and interest in a single, specifically identified Heraeus bar: approximately 400 oz, gross and fine weight of 12.44100 kg, fineness of 999.9, LBMA Good Delivery standard.
• The bar is currently held at Loomis International (HK) Ltd., Unit 701, Goodman Global Gateway, 168 Yeung Uk Road, Tsuen Wan, Hong Kong, in an account registered to TrueCoin LLC; the destination account is StoneX Financial Limited.
• The seller may not substitute another bar without the buyer's prior written consent, and the bar delivered at closing must be the specific bar identified on Exhibit A.
• No books and records are included, and the sale does not include avoidance claims.
• Pending closing, the seller must keep the bar identified and segregated or specifically allocated in the custodian's records, maintain the existing custody and insurance arrangements, and not sell, transfer, pledge or withdraw it except under the agreement or as the Court authorizes in connection with an alternative transaction.

Marketing and Path to the Private Sale

• TrueCoin acquired the bar on March 26, 2021, at which time it was held by Malca-Amit Far East Limited, where it remained throughout the prepetition period; First Digital Trust Limited served as custodian on TrueCoin's behalf with Malca-Amit and held authority to initiate the transfer arrangements needed to sell it.
• TrueCoin began soliciting interest from bidders, prospective purchasers and brokers around October 2025, and the debtors state it and Pacific Precious Metals were pursuing a sale well before the petition date, but those efforts were hindered by the FDT litigation described in the first-day declaration. After that litigation resolved, TrueCoin resumed its search and negotiated with at least five entities, including Pacific Precious Metals, before the two signed the sale agreement on Sept. 8, 2026. The agreement supersedes prior dealings including Purchase Order No. 38124 dated July 1, 2026.
• The debtors argue no auction is warranted for a commodity with an ascertainable fair market value, citing gold's liquidity, the speed of a private closing and the absence of other expressions of interest to date. There are no interim arrangements with the buyer.

Custody Transfer, Verification and Title

• Delivery is effected entirely through a custody and account transfer, with no physical removal or shipment from the custodian's facility required. The bar moves from the debtors' Loomis account to the StoneX Financial Limited account designated by the buyer, after which the buyer wires the price in immediately available U.S. funds to the seller's designated account under verified wire instructions.
• Before the buyer is obliged to pay, the seller must deliver a transfer confirmation from StoneX and/or the custodian establishing that the bar is in the custodian's possession; that it has been irrevocably credited, allocated or transferred to StoneX or the buyer's designated account; that the transfer suffices under the custody and account arrangements to let the buyer hold, sell, transfer or direct delivery following payment without further action by the seller; that it will not thereafter be released, transferred or reallocated at the seller's direction; and that it satisfies the verification requirements.
• Verification must reasonably satisfy the buyer as to the bar's identity and serial number, its weight, fineness and authenticity, its location with the custodian, and the other matters identified on Exhibit A. The buyer does not intend to conduct independent authentication and will rely on written verification from StoneX, the custodian or another mutually agreed independent industry participant.
• Title passes on the later of issuance of the transfer confirmation and the seller's receipt of the price; between those two events the seller may not withdraw, transfer, encumber or redirect the bar inconsistently with the sale. Risk of loss stays with the seller until title passes and transfers simultaneously with it.
• Receipt of the transfer confirmation plus payment constitutes acceptance, and the purchase is final at closing with no right to return the bar based solely on later movements in the gold price; acceptance does not waive claims for fraud, breach of the seller's express representations, failure of title, or failure to deliver the specific identified bar.

Closing Conditions

• Closing occurs electronically on the first business day on which all conditions are satisfied or waived, or on another date the parties agree in writing; the motion states closing will occur on the first business day after entry of the sale order.
• The buyer's obligation to close is conditioned on:
  • entry of a sale order, in form and substance reasonably satisfactory to the buyer and containing the agreement's required sale-order provisions to the extent applicable and approved, that remains in full force and effect, has not been vacated, reversed or materially modified adversely to the buyer, and is not subject to any stay;
  • the absence of any order or legal restraint prohibiting consummation;
  • the seller's representations and warranties being true in all material respects as of closing and its pre-closing obligations having been performed in all material respects;
  • receipt of the required verification and the transfer confirmation; and
  • no alternative transaction having been approved by the Court.
• The buyer may waive, in its sole discretion, any requirement that the sale order become a final order or that an applicable stay period have expired.
• The seller's obligation to close is conditioned on entry of the sale order, the buyer's representations being true in all material respects as of closing, and the buyer's wire of the price following the transfer confirmation.

Competing Transaction, Termination and Remedies

• Nothing in the agreement requires the seller to act inconsistently with the Bankruptcy Code or any order of the Court; if the Court approves a sale of the bar to another purchaser or any other transaction inconsistent with consummation (an alternative transaction), either party may terminate.
• Termination is available by mutual written agreement; by either party if the sale order has not been entered by the outside date, which the agreement states as "November 31, 2026," a date that does not exist, unless the failure results primarily from that party's own material breach; by either party if the Court enters a final order denying approval; by either party upon Court approval of an alternative transaction; and by either party on the other's uncured material breach, with a five-business-day cure period after written notice where curable.
• Termination ends further obligations other than those expressly surviving, but does not relieve either party of liability for fraud, willful misconduct or a pre-termination material breach.
• Remedies are cumulative and include those available at law, subject to the Bankruptcy Code and sale order. The parties acknowledge that a failure by the seller to transfer the specifically identified bar after entry of the sale order may cause harm for which money damages may not be an adequate remedy, and the buyer may seek specific performance or other equitable relief.

Representations, Fees and Taxes

• The seller represents that it owns the bar and has the right, subject to Court approval, to sell and transfer it; that it has not previously sold, assigned or transferred the bar or granted any option or contractual right to acquire it, other than matters disclosed in writing to the buyer and interests to be addressed by the sale order; that the bar delivered at closing will be the specific bar identified on Exhibit A; and that the warehouse, assay, refinery and other identifying documentation it delivered is, to its knowledge, authentic and materially accurate.
• The buyer represents that it has sufficient funds available to pay at closing and that it is entering the transaction in good faith, at arm's length and without collusion with the seller or any competing bidder.
• Each party bears its own legal and other costs of the agreement and the approval process. The seller bears all custodian and StoneX fees attributable to custody through closing and to effecting the transfer; the buyer bears custody and other charges accruing after closing. Any sales, use, transfer, customs, import, value-added or similar governmental taxes or charges arising from the transaction are allocated to the seller; no tax exemption is sought.
• Governing law is California, except as governed by the Bankruptcy Code, other federal bankruptcy law or the sale order; the Court retains jurisdiction over matters arising under the Bankruptcy Code and over interpretation and enforcement of the sale order, with the parties otherwise submitting to state and federal courts in San Francisco County. The buyer may assign its rights before closing to an affiliate or its designated StoneX/custody entity on written notice, without release from its obligations absent the seller's express agreement.

Sale Free and Clear; Good-Faith Protections

• The debtors state they do not believe any valid security interests attach to their material assets, including the bar, and that it is not collateral for any secured creditor, but seek a free-and-clear sale in any event under section 363(f), with sale proceeds to be distributed under further order. The agreement's required sale-order provisions call for any interests to attach to the proceeds to the extent the sale order provides; the proposed order approves the sale free and clear but contains no attachment language.
• The sale is proposed free and clear with no successor liability, and the debtors ask the Court to find the buyer a good-faith purchaser entitled to section 363(m) protection. The agreement's required sale-order provisions also call for authorization for the custodian, StoneX and other applicable parties to recognize and effect the transfer, and the proposed order would make its terms binding on those parties for that purpose on entry.
• The debtors ask that the sale order take effect immediately on entry, without the usual 14-day stay, citing the need for timely consummation; the proposed order so provides.

Case Posture

• The six debtors filed Chapter 11 on Feb. 6, 2026, and the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 24, 2026.
• A request for appointment of a Chapter 11 trustee is pending and has not yet been heard (Dkt. No. 155); the debtors state they intend to contest it as without merit.

Key Dates

• Sale Agreement executed: Sept. 8, 2026
• Motion filed: Sept. 25, 2026
• Objection Deadline: Oct. 6, 2026, at 4 p.m. (ET) (requested)
• Sale Hearing: on or before Oct. 13, 2026, at 10 a.m. (ET) (requested)
• Closing: first business day on which all conditions are satisfied or waived, stated in the motion as the first business day after entry of the sale order
• Outside Date for entry of the sale order: stated in the agreement as "November 31, 2026"