Coinsilium Group Limited: Heads of Terms signed with Blockchain Development Company Indorse for Strategic Share Acquisition Transaction

COINSILIUM GROUP LIMITED

("Coinsilium" or the "Company")

Coinsilium Group Limited: Heads of Terms signed with Blockchain Development Company Indorse for Strategic Share Acquisition Transaction

London, UK, 28 November 2023 - Coinsilium Group Limited (AQUIS:COIN) (OTCQB:CINGF), the Web3 investor, advisor and venture builder, is pleased to announce that it has signed Heads of Terms (“HoT”) with investment portfolio company, Singapore-registered Indorse Pte. Ltd (“Indorse"), a blockchain development company, to acquire a further 2,773 shares representing an additional stake of 14.76% in the post-transaction share capital of Indorse (the “Transaction”).

Coinsilium currently holds 1,433 shares or 10.156% of the current share capital of Indorse. Upon the successful completion of the Transaction, Coinsilium’s total shareholding in Indorse will be 4,206 shares or 24.91% of the total share capital.

Highlights

• Coinsilium signs Heads of Terms with blockchain development company Indorse to raise its stake from 10.156% to 24.91%
• Transaction to be satisfied by the issue of 65m new Coinsilium shares at 3p per share representing a consideration of GBP1.95m.
• Indorse generated unaudited gross revenues of approximately SGD1.576m or GBP941,150 over the past 12 months.
• The Transaction aligns Coinsilium and Indorse commercial interests ahead of soon to be announced new Web3 collaboration.

The completion of the Transaction is subject to due diligence, any necessary approvals and the successful execution of a share purchase agreement (“SPA”). The consideration will be satisfied by the issue of 65m new ordinary shares in Coinsilium at a deemed price of 3p per share representing a consideration of GBP1.95m.

Eddy Travia, Chief Executive Officer of Coinsilium, commented: “We are delighted to announce this proposed additional significant investment in portfolio company Indorse which will be a major development milestone for the Company. Subject to its successful completion, we believe this Transaction will be highly value accretive for shareholders; securing a significant interest for the Company in a high growth, revenue-generating blockchain development business which will also further enhance the Company’s capabilities in the Web3 venture building space.

Importantly, this transaction will also underpin our first major Web3 project collaboration with Indorse and pave the way for further potential collaboration opportunities between the two companies. 

We also believe that the timing for this proposed transaction could not be better, given that the Digital Asset markets are now gaining significant traction, as we head into the Bitcoin ‘halving’ expected in Spring 2024; a time which has historically catalysed previous bull phases in the value cycle.

We are also confident that the Web3 sector is on the brink of a new cycle of rapid growth, boosted by a broader recognition of the benefits of blockchain technology, greater adoption of Web3 and Artificial Intelligence (“AI”) solutions and a somewhat clearer regulatory environment in the space. If our assumptions prove to be correct, Indorse is well positioned to reap the benefits over the forthcoming cycle; with the resulting demand for their services representing a key driver for future revenue growth.

These are most exciting times for the Company and our valued shareholders, and we look forward to providing the market with further updates relating to this value accretive transaction as well as other major developments, in the near term.”

Background

On 8 June 2017, Coinsilium announced an initial investment of SGD100,000 (circa GBP56,100) in Indorse through a convertible loan agreement. Over the subsequent 10 months, the Company converted its loan to equity and increased its stake to 10.156% of Indorse’s share capital, for a total consideration of SGD450,000 Singapore dollars at an aggregate valuation of approximately SGD4.5m.

On 19 June 2019, the Company announced that Brand Capital, the investment arm of The Times Group (“Times of India”), one of India’s largest media conglomerates, had made an investment in Indorse of USD2m at a valuation of USD15m, equivalent to approximately GBP11,857,500 at the time.

In the Company’s most recent audited accounts for the financial year ended 31 December 2022, the value of the Company’s shareholding in Indorse was stated as GBP991,899, after exchange rate adjustments, based on the valuation attributed by the Brand Capital investment, with a prudent discount of 20% applied.

Transaction Rationale

Coinsilium’s initial investment in Indorse was motivated in part by the Company’s recognition of the Indorse team’s impressive experience in the nascent blockchain industry. Indorse’s co-founder and CTO, Gaurang Torvekar, was an early Ethereum advocate and started coding and deploying smart contracts on the Ethereum blockchain as early as 2016.

Indorse’s initial business model focused on the build and development of a blockchain powered decentralised social/professional network. Over the years, its proprietary Developer Skills Assessment Platform has since been utilised by many high-profile Corporate Enterprise clients including the likes of Grab, Dell, Rolls Royce and renowned international banks, amongst others. Indorse continues to generate on-going revenues from the provision of Skills Assessment solutions and continues to service contracts with several reputable Singapore corporations, generating unaudited gross revenues of approximately SGD1.576m or GBP941,150 over the past 12 months.

The overall rationale for this Transaction is to further align Coinsilium’s and Indorse’s commercial interests, especially in the context of certain planned and potential future collaborative ventures between the parties. As stated in the Company’s latest annual report and reiterated in its Regulatory News Release of 2 October 2023, Coinsilium has now started working with and providing strategic advisory services to certain partners engaged in the development of applications for a soon to be released decentralised Web3 Social Network ecosystem project (“The Project”).

In this respect, we can now report that Indorse also has a material involvement in The Project, as founding contributors, the main technology build provider and developer of a suite of decentralised Web3 applications for the Web3 Social Network ecosystem. The Project is due to be launched within the coming months and further updates will be provided to the market by separate regulatory announcement from the Company in a timely manner.

Proposed Transaction terms

Under terms of the HoT, the valuation for Indorse is based on the latest valuation stated in the Company’s audited accounts for the financial year ended December 2022 of approximately GBP9.92m. The consideration for the purchase of the additional 2,773 shares in Indorse will be paid through the issuance of 65 million new Coinsilium shares at a deemed price of 3p per share, or GBP1.95m.

The Transaction will result in:

- Indorse holding 65m Coinsilium shares representing 24.98% of Coinsilium’s shares in issue post Transaction.

- Coinsilium, via its wholly owned investment arm Seedcoin Limited, owning 24.91% of Indorse’s total equity, or 4,206 shares out of a total number of 16,883 Indorse shares in issue post-Transaction.

Related Party Disclosure  

Indorse is a Coinsilium equity portfolio company and advisory client. Coinsilium currently holds a 10.156% interest in the issued share capital of Indorse. Coinsilium also holds approximately 5.3m IND tokens representing approximately 14.12% of the current IND circulating supply. Eddy Travia is a Director of Indorse Pte. Ltd on behalf of Coinsilium, performing executive functions and Coinsilium Chairman Malcolm Palle is a non-executive director of Indorse UK Ltd, a wholly owned UK subsidiary of Indorse Pte. Ltd.

The independent directors, having exercised reasonable care, skill and diligence, believe that the Transaction, being a related party transaction, is fair and reasonable as far as shareholders of the Company are concerned.

The Directors of Coinsilium Group Limited take responsibility for this announcement.

Notes to Editor  

About Coinsilium

Coinsilium is an investor, advisor and venture builder at the forefront of Web3 convergence. The Company invests in and accelerates Web3 and AI powered technology start-ups whilst supporting their development and commercialisation. Coinsilium also provides strategic advisory services to start-ups looking to issue tokens through token generation events. Coinsilium’s wholly owned subsidiary Coinsilium (Gibraltar) Limited is the Company’s operational hub in Gibraltar.

In 2015, Coinsilium became the first blockchain company to IPO. Coinsilium shares are traded on the Aquis Growth Market in London, under the ticker symbol "COIN", and on the OTCQB Venture Market in the United States under the ticker symbol "CINGF".

About Indorse

Indorse is a Web3 development company building a suite of cutting-edge applications and tools for blockchain protocols, Web3 developers and global users. Indorse has built several successful projects using Blockchain technology in the past few years.

Indorse is headquartered in Singapore with a subsidiary in the UK. The team works with several SMEs and Enterprise clients in Southeast Asia, Europe and India producing steady streams of revenue.