Coinsilium Group Limited (COIN)
08-March-2024 / 07:00 GMT/BST
COINSILIUM GROUP LIMITED ("Coinsilium" or the "Company") London, UK, 8 March 2024 – Coinsilium Group Limited (AQSE: COIN) (OTCQB: CINGF), the Web3 advisor, venture builder and investor is pleased to announce a strategic financing, with director participation (“Financing”). FINANCING HIGHLIGHTS: The Financing done via a combination of a placing and subscription, raised £472,500 through the issue of 18,900,000 new ordinary shares of no-par value (“Ordinary Shares”) in the Company at an issue price of 2.5p per share (“Financing Shares”). Included within the Financing, Malcolm Palle (Executive Chairman) and Eddy Travia (Chief Executive Officer) are participating with a subscription of £40,000 in total as outlined in further detail below. In addition, 3,356,000 Ordinary Shares have been issued on the same terms as the Financing Shares for payment totalling £83,900 in respect of a broad range of business support, marketing and communications services, designed primarily to broaden awareness of the Company’s value proposition and attract a wider range of on-market investors (“Service Shares”). Each Financing Share and Service Share has an attaching warrant to subscribe for a further new ordinary share at an exercise price of 3.75p and with a life to expiry of 3 years from Admission to trading of the new Ordinary Shares, pursuant to the Financing (in total 22,256,000 “Financing and Service Warrants”). The Financing and Service Warrants are subject to an acceleration clause whereby should Coinsilium shares trade at a volume weighted average share price of 11.25p or higher for 5 trading days, the Company shall have the right but not the obligation to serve notice to warrant holders, providing ten business days' notice to exercise and pay for any outstanding warrants (the “Acceleration”). The Acceleration may be undertaken in stages, at the Company’s volition. The Financing underpins the Company’s working capital position and importantly, enables an acceleration of certain operational and investing activities at a time when AI and Web3 are rapidly advancing and Coinsilium wishes to remain at the forefront of various Web3 technology initiatives. Further announcements will follow in respect of business developments enabled through this Financing. Eddy Travia, Chief Executive Officer of Coinsilium, commented: “Coinsilium is recognised as an active and leading player in the rapidly emerging Web3 economy, and we in turn recognise the opportunity for substantial value creation this sector offers shareholders. The rapidly rising cryptocurrency prices obviously bodes well for our crypto-treasury position, and the strengthening market also appears to have generated further investor interest in Coinsilium, which is understandable given that we have seen before, in the previous cycles of 2018 and 2021, quite a close correlation between cryptocurrency price movements and marked market capitalisation growth for the Company. However, in addition to this, in our view, never before has the Company been so well positioned, with our portfolio now reaching across multiple high-growth Web3 markets including, but not limited to infrastructure, AI, social media, finance and game technology sectors. With the Financing in hand, and with the strong cryptocurrency markets prevailing, we are now in an extremely robust position to move the business forward at an important time and we will be communicating to the market as material developments occur.” DIRECTOR PARTICIPATION Malcolm Palle (Executive Chairman) and Eddy Travia (Chief Executive Officer) are participating with a total subscription of £20,000 each on the same terms as other investors in the Financing. Further details in the table below: | Director | Holding Prior to Financing | Subscription Amount | Financing Shares | Holding After Financing | % Held in COIN After Financing | | Malcolm Palle | 12,234,234 | £20,000 | 800,000 | 13,034,234 | 5.99% | | Eddy Travia | 13,356,702 | £20,000 | 800,000 | 14,156,702 | 6.51% |
The Directors participation constitutes a related party transaction for the purposes of Rule 4.6 of the Aquis Growth Market Access Rulebook. Federica Velardo and Wayne Almeida, Non-Executive Directors of the Company, independent of the Directors participation, confirm that having exercised reasonable care, skill and diligence, the related party transaction is fair and reasonable insofar as the shareholders of the Company are concerned. PDMR DISCLOSURE The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail on the director's share dealing. | 1 | Details of the person discharging managerial responsibilities / person closely associated | | a) | Name | Malcolm Palle | | 2 | Reason for the notification | | a) | Position/status | Director, Executive Chairman | | b) | Initial notification /Amendment | Initial Notification | | 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | | a) | Name | Coinsilium Group Limited | | b) | LEI | 213800YP3S25YH3GQV31 | | 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | | a) | Description of the financial instrument, type of instrument | Ordinary shares of no par value in Coinsilium Group Limited | | | | | Identification code | ISIN: VGG225641015 | | | | | b) | Nature of the transaction | Purchase of ordinary shares and grant of warrants | | c) | Price(s) and volume(s) | | | | | | | | Purchase of Shares 2.5p | 800,000 | | | | | Grant of Warrants with Exercise Price 3.75p | 800,000 | | | | | | | | | d) | Aggregated information | | | | N/A | | - Aggregated volume | | | | | | - Price | | | | | | e) | Date of the transaction | 7 March 2024 | | f) | Place of the transaction | Off Market |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | | a) | Name | Eddy Travia | | 2 | Reason for the notification | | a) | Position/status | Director, Chief Executive Officer | | b) | Initial notification /Amendment | Initial Notification | | 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | | a) | Name | Coinsilium Group Limited | | b) | LEI | 213800YP3S25YH3GQV31 | | 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | | a) | Description of the financial instrument, type of instrument | Ordinary shares of no par value in Coinsilium Group Limited | | | | | Identification code | ISIN: VGG225641015 | | | | | b) | Nature of the transaction | Purchase of ordinary shares and grant of warrants | | c) | Price(s) and volume(s) | | | | | | | | Purchase of Shares 2.5p | 800,000 | | | | | Grant of Warrants with Exercise Price 3.75p | 800,000 | | | | | | | | | d) | Aggregated information | | | | N/A | | - Aggregated volume | | | | | | - Price | | | | | | e) | Date of the transaction | 7 March 2024 | | f) | Place of the transaction | Off Market |
ADMISSION AND TOTAL VOTING RIGHTS Application has been made for the Financing and Service Shares to be admitted to the Aquis Growth Market, expected to occur on or about 20 March 2024. Following the issue of the 22,256,000 Financing and Service Shares, the Company will have 217,464,234 Ordinary Shares in issue, which also represents the total number of voting rights in the Company. The Company does not hold any ordinary shares in treasury. This figure should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest. The Directors of Coinsilium Group Limited take responsibility for this announcement. | Coinsilium Group Limited Malcolm Palle, Executive Chairman Eddy Travia, Chief Executive | +350 2000 8223 +44 (0) 7785 381 089 www.coinsilium.com | | | | | Peterhouse Capital Limited Guy Miller / Mark Anwyl (AQUIS Growth Market Corporate Adviser and Corporate Broker) | +44 (0) 207 469 0930 | | | | | SI Capital Limited Nick Emerson (Broker) | +44 (0) 1483 413 500 |
Notes to Editor About Coinsilium Coinsilium is an advisor, venture builder and investor 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. 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”.
Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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