Coinsilium Group Limited: HoTs to Acquire Web3 Advisory Service Business

Coinsilium Group Limited: COINSILIUM GROUP LIMITED

("Coinsilium" or the "Company")

Coinsilium Group Limited: Heads of Terms to Acquire Southeast Asia focused Web3 Advisory Service Business

London UK, 14 March 2023, Coinsilium Group Limited (AQSE: COIN) (OTCQB: CINGF), the Web3 investor, advisor, and venture builder is pleased to report that it has entered into Heads of Terms (“HoT”) with Tokenomi, a blockchain and Web3 advisory services firm (“Tokenomi”) established in 2017, and with its owner and managing director, Alexis Nicosia, to acquire the advisory service business and certain intellectual property assets of Tokenomi, under a proposed Asset Purchase Agreement (“APA”).

Highlights:

• HoT agreed for the acquisition of advisory business assets of Web3 services firm Tokenomi.
• Tokenomi advisory client book currently consists of four retained Web3 blockchain project clients with a prospective pipeline of ten further project clients.
• Projected revenues from Tokenomi’s currently retained project clients alone is expected to reach up to USD663,400 (GBP551,000) over the next 12 months, subject to client's successfully completing their TGEs (Token Generating Events).
• Cost of Acquisition is GBP116,500 of which GBP19,000 to be paid in cash and GBP97,500 through the issue of 3.25m Shares in the Company at a price of 3.0 pence per share, subject to a 6-month lock-in agreement, with a follow on further 6-month orderly market arrangement.
• APA is expected to complete on or around 30 April 2023 subject to satisfactory due diligence.

Background

Tokenomi has operated as an advisor in the sector since 2017 and has supported numerous projects with the successful launch of their digital tokens through private and public token sales. Tokenomi’s advisory services business has been driven by its entrepreneurial Founder and Managing Director, Alexis Nicosia, an industry veteran who has been active in the crypto sector since 2013. Services include strategic advisory, token model construction, advice on Web3 marketing including community-driven PR and events, whilst providing clients with access to Tokenomi’s network of crypto industry actors and reputable service providers.

More recently, Tokenomi has been actively engaging with clients and prospective clients looking to transition their operations from Web2 to Web3 propositions and as at the time of this announcement, has built up a healthy pipeline of prospective clients in the NFT, social media, health care, digital marketing, metaverse, gaming, crypto escrow, and customer loyalty sectors.

The parties intend to proceed as quickly as possible with a view to exchanging and executing the APA on or around 30 April 2023. The execution of the APA is subject to the satisfactory completion of a due diligence process which is currently underway.

Upon the successful completion of the APA, it is intended that Alexis Nicosia will join Coinsilium’s advisory team on a full-time basis and will work closely with Coinsilium CEO Eddy Travia in a business development and client acquisition capacity. Terms of engagement are expected to be finalised under the terms of the proposed APA.

Eddy Travia, Chief Executive of Coinsilium, commented: “The HoT with Tokenomi marks a most timely and potentially transformational development for Coinsilium and, subject to the successful execution of the APA, will provide us with a sound base from which to scale up our advisory services capacity, in preparedness for a strong wave of activity now developing in the Web3 space.

Since the initial bounce in the crypto markets at the start of the year, we have seen a marked uptick in the demand for Web3 advisory services from brands, game studios, online and offline retailers, media, and sport franchises. We now expect this trend to grow stronger in the near term, in line with the overall recovery in the crypto markets.

Tokenomi’s customised approach to Web3 advisory and its focus on the dynamic Southeast Asian region, makes for a good fit with Coinsilium’s strategic objectives and Tokenomi’s existing and growing pipeline of international clients will make a meaningful and welcome addition to our own growing advisory client portfolio.

Given both parties shared common vision and belief in the power and potential of decentralised economies, we also see this deal as a potential catalyst for unlocking some exciting new commercial opportunities for Coinsilium going forward.”

Alexis Nicosia, Founder and Managing Director of Tokenomi, commented: “The signing of these Heads of Terms between Coinsilium and Tokenomi marks our firm intention to bring together our respective businesses and networks with broad and deep roots in the global blockchain and Web3 communities.

Coinsilium’s well established reputation, credibility, and experience together with Tokenomi’s current and growing pipeline of Web3 advisory clients, makes the basis for a powerful market leading combination.

I look forward with excitement to the next stage of our journey together, working closely with Eddy and the talented Coinsilium team whilst supporting our mutual clients on their exciting Web3 journey and positioning Coinsilium to take full advantage of some of the exciting commercial opportunities the burgeoning Web3 space has to offer.”

Acquisition Terms

The cost of acquisition is GBP116,500 of which GBP19,000 will be paid in cash and GBP97,500 through the issue of 3,250,000 new Ordinary Shares in the Company at an issue price of 3.0 pence per share (‘Consideration Shares'). The Consideration Shares will be subject to a 6-month lock-in agreement prohibiting their sale during the period, with a follow on further 6-month orderly market arrangement.

Tokenomi’s advisory client book currently includes four retained Web3 blockchain project clients and a prospective pipeline of ten further project clients, predominantly based in the Southeast Asia region. The projected revenues from Tokenomi’s currently retained project clients alone is expected to reach up to USD663,400 (GBP551,000) over the next 12 months. Revenues are principally success based and contingent on the successful completion of a project client’s Token Generating Event (“TGE”) or public token sale. The TGEs are expected to occur during the next 12 months, however, the timing of these events is usually contingent on conducive market conditions. In the event of any deterioration in market conditions, the TGEs may be subject to delays which would in turn impact on the timeline of the projected revenue flows.

The main determining factors for the transaction terms were derived from Tokenomi’s current signed advisory agreements and a cautious valuation of its pipeline of potential project clients. Tokenomi is a commercial name of Augmented Ventures Limited (“AVL”), a company incorporated in Anguilla. Any other non-advisory related activities of AVL are not included in this agreement.

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

Notes to Editor

About Coinsilium 

Coinsilium is a focused Web3 Investor, Advisor and Venture Builder based in Gibraltar, a pre-eminent global regulatory jurisdiction, and a leading hub for innovative financial technology. In 2015, Coinsilium became the first blockchain company to IPO. The Company has evolved to develop revenue-generating strategic advisory services and is a highly regarded innovator with proven technological and commercial expertise and development capabilities in the Web3 arena and within Open Finance.

Coinsilium has developed an array of commercial partnerships and joint ventures around the world to support its development capabilities, giving it access to best-in-class tech experts, a strong network, and asserting its profound industry profile. It has also partnered with blockchain technology experts Indorse to create Nifty Labs, a Web3 and Non-Fungible Token ('NFT') technology development studio in Gibraltar.

Coinsilium shares are traded on the AQSE Growth Market in London, under the ticker symbol "COIN", and on the OTCQB Venture Market in the United States under the ticker symbol "CINGF".