Coinsilium Group Limited: Conversion of Greengage Loan Note and Subscription for New Shares

COINSILIUM GROUP LIMITED

("Coinsilium" or the "Company")

Coinsilium Group Limited: Conversion of Greengage Loan Note and Subscription for New Shares

London, UK, 15 June 2023 - Coinsilium Group Limited (AQSE: COIN) (OTCQB: CINGF), the Web3 investor, advisor, and venture builder is pleased to report the conversion of the principal and interest of the GBP200,000 convertible loan note (the “Loan Note”) made to UK-registered portfolio company Greengage Global Holding Ltd (“Greengage”) in September 2021 by Coinsilium, via its wholly owned Gibraltar registered subsidiary, Seedcoin Limited ("Seedcoin"). In addition, Coinsilium is pleased to report that it has also participated in Greengage’s latest funding round with a follow-on investment by Seedcoin of GBP25,000.

Highlights:

• Greengage successfully raised £1m, the first tranche of its £5m fundraise, at a £30m valuation.
• Coinsilium to receive 11,094 Greengage A ordinary shares and 7,510 warrants after conversion of principal and interest of the GBP200,000 loan notes.
• Loan notes convert at 20% discount to current £30m valuation.
• Coinsilium further supports Greengage’s latest funding round with GBP25,000 follow on investment, Coinsilium to receive 1,039 Greengage A Shares and 860 warrants.
• Coinsilium’s total shareholdings in Greengage increases to 27,133 A Shares as at the date of this announcement, and based on the current fundraising values the Company’s stake at £652,550.
• The total number of Greengage warrants held by Coinsilium, including the loan conversion warrants and the equity warrants is 8,370.

Malcolm Palle, Executive Chairman of Coinsilium, commented:

“We are delighted to see the solid progress Greengage continues to make since our early investment in 2021, despite the most challenging market conditions. We are also pleased to be able to further support this current funding round which comes in at a valuation 9.9% higher than Coinsilium’s initial entry point and thereby significantly de-risks our investment.

With the recent launch of their e-money account services, we are pleased to see Sean and his dedicated team continuing to hit their milestones and delivering on their strategy for rolling out their much in demand payment solutions to the burgeoning global Digital Asset industry. And with this first tranche of funding in place, Greengage can now focus on their mission of scaling up and building value in the business.”

Sean Kiernan, Chief Executive of Greengage commented:

“It’s an honour to work with Coinsilium as we scale our business, with Greengage recently having launched “crypto friendly” e-money accounts in GBP and EUR for corporates and high net worth individuals. Coinsilium’s insights into developments around Web3 and AI, and corresponding deep networks, have proven very useful for Greengage and we are excited to continue to grow together.” 

Background

On 20 August 2021, Coinsilium announced that it had signed a letter of intent with Greengage to enable Seedcoin to (i) purchase up to 15,000 A Shares in the capital of Greengage, from existing Greengage shareholders, at a price of GBP20 per share for a total of GBP300,000 that valued Greengage at GBP27.3m and (ii) subscribe for up to GBP200,000 of convertible loan notes (the "Loan Notes") (the "Transaction"). On 8 September 2021, Coinsilium announced that the Transaction had completed.

Conversion of Loan Note

With the conversion of the principal and interest of the GBP200,000 convertible loan notes, Coinsilium will receive a total of 11,094 Greengage A ordinary shares (the “A Shares”), being 10,395 A Shares from the conversion of the principal and 699 A Shares from the conversion of the interest accrued over the period (GBP16,821.92) at 5% per annum. In accordance with the terms of the Loan Notes instrument of 30 June 2021, the conversion price for the principal amount is £19.24 per share, calculated on the basis of a 20% discount on the full price of £24.05 per share.

Based on the 11,094 A Shares resulting from this conversion, Coinsilium will receive 7,510 warrants to subscribe to Greengage shares at an exercise price of GBP28.87, per share at a valuation of GBP36m valid for two years.

Subscription to New Greengage Shares

Greengage recently announced that it has successfully raised £1m, the first tranche of its £5m fundraise, at a £30m valuation.

Coinsilium is also pleased to report that it has supported Greengage’s latest funding round with a GBP25,000 follow on investment for 1,039 A Shares bringing its total shareholdings to 27,133 A Shares in Greengage. From this investment, Coinsilium will receive 860 warrants to subscribe to Greengage shares at an exercise price is GBP28.87, at a valuation of GBP36m valid for two years.

The total number of Greengage warrants held by Coinsilium following the above loan conversion and follow-on investment is 8,370.

The current funding round values Greengage at £30m or a price per share of £24.05. Compounded with the terms of the Loan Notes, which convert at a discount of 20% to the share price at the time of conversion, and the accrual of interest on the principal loan amount, at the rate of 5% per annum, this latest valuation results in a 25.51% increase in the value of Coinsilium’s initial stake in Greengage. Coinsilium’s initial investment in Greengage, of £500,000 in September 2021 is now worth £627,560.70.

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".

About Greengage

Greengage is a digital merchant banking pioneer which provides a platform of relationship-based e-money account services to SMEs, high net worth individuals, and digital asset firms to the highest ethical, secure and compliance standards. Alongside our account services, we provide clients access to a B2B lending platform offering digital sources of money, as well as a suite of business apps. Our tailored services are delivered by people, empowered by technology.

*E-money solutions are provided as an agent of Modulr FS Limited, Greengage is not regulated by the Financial Conduct Authority. The Financial Ombudsman Service or the Financial Services Compensation Scheme (FSCS) do not apply to the cryptoasset activities carried on by Greengage. For more information please visit our website: www.greengage.co.