DJ Coinsilium Group Limited: Final Results for the year ended 31 December 2020
Coinsilium Group Limited (COIN)
Coinsilium Group Limited: Final Results for the year ended 31 December 2020
01-Jul-2021 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014
(MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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COINSILIUM GROUP LIMITED
("Coinsilium" or the "Company")
1 July 2021
Final Results for the year ended 31 December 2020
STATEMENT OF THE BOARD OF DIRECTORS
Coinsilium Group Limited ("Coinsilium", the "Group" or the "Company"), is pleased to announce its Final Results for the
year ended 31 December 2020.
Financial summary
- The net fair value gain on financial assets in 2020 was GBP565,713 compared to a gain of GBP572,805 in 2019
- Total Comprehensive Gain of GBP661,139 compared to a loss of GBP106,378 in 2019
- Gain for the period from continuing operations GBP309,590 compared to a loss of GBP258,943 in 2019
- Gain per share of 0.218 pence compared to a loss of 0.195 pence in 2019
- Financial assets at fair value through profit or loss amounted to GBP2.29m at 31 December 2020 (31 December 2019:
financial assets at fair value through profit or loss of GBP1.78m)
- As at 31 December 2020 cash and cash equivalents amounted to GBP173,298 (31 December 2019: GBP235,079)
* Gain for the period includes gain in value of tokens over the period of GBP241,473.
The Directors present their report, together with the Group Financial Statements and Auditor's Report, for the year
ended 31 December 2020. The comparative period is the year ended 31 December 2019.
The Directors do not recommend the payment of a dividend for the year ended 31 December 2020.
Operational summary
- Strategic review launched and concluded with Open Finance and NFT market segments identified as focus of Group
strategic direction moving forward.
- Joint venture established with IOV in Singapore to commercialise IOV's products, services and technologies.
- Join venture initially limited to Asia, but remit latterly broadened to worldwide.
- Further partnership agreements executed with RedFOX Labs, to develop and facilitate the trading of Non-Fungible
Tokens (NFTs) across various prospective market sectors, and the Gibraltar Philatelic Bureau for creation of a
commemorative limited edition Cryptocurrency Postage Stamp tied to blockchain based NFT.
- Trading on the OTCQB Venture Market in the US commenced in October 2020, providing Coinsilium with access to a new
and materially larger pool of prospective investors.
The Directors present their report, together with the Group Financial Statements and Auditor's Report, for the year
ended 31 December 2020. The comparative period is the year ended 31 December 2019.
Review of the Year
Coinsilium has now completed its sixth year of operations as a listed company. In July 2020, we launched a strategic
review with the ultimate objective to best position Coinsilium to maximise its potential. This strategic review
concluded in December 2020, identifying the Open Finance and NFT market segments as emerging blockchain technology
opportunities with significant growth and revenue generating potential. The Open Finance and NFT sectors were also
recognised to be sectors where Coinsilium is well-positioned to play to its strengths, given its strong industry
profile, relationships and global partnership network. Although the findings of the strategic review were announced
towards the end of the year, much progress was made in 2020 which has enhanced the Company's prospects and ensured that
it entered 2021 in a very strong position. This progress included various agreements and partnerships to ensure that
Coinsilium is well positioned to take advantage of the very sizable opportunities that are now open to it.
Partnerships and Agreements: strengthening our geographic footprint and enhancing our technology offering
IOV Labs ("IOV") - In January 2020, Coinsilium entered into a Strategic Investment Agreement and signed a Memorandum of
Understanding with IOV Labs, a Gibraltar registered company and parent to RSK, the developers of the first smart
contract platform secured by the Bitcoin network. IOV completed an investment of GBP250,001 by way of a private
placement in the Company, subscribing for 9,434,000 new ordinary shares of no-par value ("Ordinary Shares") at 2.65p
per share. In July 2020, Coinsilium announced an update regarding this Joint Venture Agreement (JVA) with IOV Labs to
establish a Joint Venture Company (JVC) in Singapore. Under this agreement, each shareholder holds 50% of the total
shares of the JVC at incorporation with the JVC financed by IOV by way of a loan which is to be repaid from the future
revenues of the JVC.
In December 2020, Coinsilium announced it completed a follow-on investment agreement with IOV Labs Ltd and an expansion
of the geographical scope of the IOV Labs Asia Joint Venture Company from regional to worldwide. IOV invested
GBP330,000 in Coinsilium by way of a private placement, subscribing for 11,000,000 new ordinary shares of no-par value
(the "Subscription Shares") at 3p per share. One warrant was subsequently issued for every two shares subscribed for,
with an exercise price of 4.5p per new ordinary share, and a life to expiry period of two years from the admission of
the Subscription Shares.
Indorse Pte. Ltd. ('Indorse'). In August 2020 Coinsilium announced its appointment as an advisor to Indorse in respect
to its forthcoming initiative to revive the token economics of its IND token through a new DeFi based model.
RedFOX Labs Joint Stock Company ("RedFOX"). In December 2020, Coinsilium was pleased to report that, in line with the
Company's new business development strategy, its wholly owned subsidiary Coinsilium (Gibraltar) Limited concluded a
Technical Development and Support Agreement with Vietnam-based RedFOX Labs Joint Stock Company ("RedFOX"), to support
the creation of a range of Virtual Asset and Digital Collectible marketplaces and to facilitate the trading of
Non-Fungible Tokens (NFTs) across various prospective market sectors.
The Gibraltar Philatelic Bureau Ltd. In December 2020, Coinsilium announced that it had concluded an agreement with The
Gibraltar Philatelic Bureau Ltd for the creation of a commemorative limited edition Cryptocurrency Postage Stamp to be
released in Q2 2021. The Crypto Postage Stamp is to be tied to the release of a blockchain based Digital Collectible,
or non-fungible token ('NFT') counterpart, to be exclusively produced by Coinsilium in collaboration with Vietnam-based
RedFOX Labs Joint Stock Company.
Other developments
In October 2020, Coinsilium's ordinary shares began cross-trading publicly on the OTCQB Venture Market ("OTCQB") in the
United States under the ticker symbol "CINGF". Coinsilium's shares had previously been quoted on Pink Open Markets
(also known as 'Pink Sheets'), which provided some measure of limited and restricted US trading. By upgrading the
listing of its shares to the OTCQB, these limits and restrictions have been removed, providing access to a new and
materially larger pool of prospective US investors.
On 29 December 2020, Coinsilium announced that it had agreed to sell 1,450,000 of its 6,130,000 ordinary shares that
are held in treasury, at 4.5 pence per share for gross proceeds of GBP65,250.
For the Group's and Company's 31 December 2020 financial statements, the COVID-19 outbreak and the related impacts are
considered non-adjusting events. There has been no significant disruption to the Group's and Company's activities to
date from COVID-19, although the Board continues to monitor any risk.
Post year end
Since the period end, significant progress has been made to consolidate Coinsilium's position within the NFT and Open
Finance spaces.
Nifty Labs Limited
In March 2021, the Group's wholly owned Gibraltar subsidiary, Terrastream Limited ('TerraStream'), entered into a
Memorandum of Understanding ('MoU') with Indorse Pte. Ltd. ('Indorse'), a Singapore company in which Coinsilium holds a
10% equity interest, to form a Partnership or Joint Venture in order to launch a Non-Fungible Token ('NFT') technology
development studio in Gibraltar. The partnership, to be based in Gibraltar and conducted through TerraStream, was
renamed 'Nifty Labs Limited' and trades under the commercial name 'Nifty Labs'. Additionally in March 2021, Coinsilium
announced that Nifty Labs and Indorse continue to advance discussions towards a formal agreement while the Company
agreed to provide Nifty Labs with an initial working capital and development facility of up to GBP250k. Whilst
discussions regarding the partnership remain ongoing, it has been agreed that, in the event that any commercial
agreements relating to in-house projects or prospective third-party clients are concluded ahead of the completion of
the Partnership Agreement, as an interim solution, such commercial agreements shall be undertaken with a provision for
a revenue share agreement between Nifty Labs and Indorse, the terms of which shall be established in each case.
In May 2021, Nifty Labs commenced development work on a new Non-Fungible Token ("NFT") project to create an 'NFT on
Bitcoin' marketplace platform powered by the RSK blockchain, the smart contract platform secured by the Bitcoin
network. Development work on an NFT marketplace platform has commenced and is expected to take 6 months to complete.
The initial focus of the marketplace will be on NFT use-cases such as digital art, music, sports, gaming and metaverse
assets. RSK is prioritising a token bridge build enabling the transfer and movement of RSK blockchain standard NFTs to
other blockchain standard NFTs, including Ethereum ERC721.
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A team of three software developers, one designer and a project manager have been deployed to work on the initial
commissioning and build phase.
When complete, the platform will incorporate various modules including an NFT minter, a gallery, and the capability to
trade NFTs for alternative RSK-based tokens. The marketplace is initially being built to host the most popular NFT
categories which currently include digital art, sports, music, gaming and metaverse assets such as parcels of virtual
land and 3D avatars. It is intended that the marketplace will have the capability to offer functionalities similar to
those available on other popular NFT marketplaces and with potential compatibility with NFTs on other platforms. Future
options may also include interoperability between various layer 1 and layer 2 blockchain protocols.
In April 2021, Indorse released the public alpha of 'Nifty Scanner', a digital asset analysis software solution for
Non-Fungible tokens (NFTs). Nifty Scanner is a browser extension and is now available on Google Chrome, Mozilla
Firefox, Opera and Brave which 'scans' Non-fungible Tokens ('NFTs') and provides detailed essential background
information on how and where the assets (the media and the metadata) associated with an NFT are stored. Currently,
Nifty Scanner is compatible with the OpenSea marketplace and will shortly be compatible with other popular marketplaces
as well.
Board
On 1 March 2021, Federica Velardo joined the Board as a Non-Executive Director of the Company with immediate effect.
Federica Velardo is a qualified solicitor in England and Wales and, having applied for dual qualification in Italy,
also practices Italian law. Her experience covers national and international transactions including advising and
assisting companies on sales, mergers and acquisitions, joint ventures, investments, admissions to the AIM Market of
the London Stock Exchange, fundraising and general corporate-commercial advice. The Company also notes that Tony Sarin
has resigned as a Non-Executive Director with immediate effect. The Board wishes to thank him for his significant
contribution to the Company and his guidance and support to the Board provided over his six-year tenure, and to wish
him every success in all his on-going and future endeavours.
Other Developments
On 2 March 2021 Coinsilium announced that it has received notice from IOV Labs Limited (IOV) of the early exercise of
warrants over 5,500,00 new ordinary shares in the Company at a price of 4.5p for a total consideration of GBP247,500.
Following the exercise of the warrants, IOV Labs shareholding in Coinsilium increased from 20,434,000 to 25,934,000
ordinary shares representing an interest of 16.85% of the Company's outstanding shares at that time, excluding warrants
and treasury shares. Given the early exercise of the IOV warrants, approximately 21 months prior to expiry, the
Company agreed to award IOV with 5,500,000 replacement warrants exercisable at a price of 12p per share valid for two
years from the date of this announcement.
On 25 May 2021 Coinsilium successfully raised GBP1.155m gross of expenses through a share subscription and placement of
15,400,000 new ordinary shares of no par value ("Ordinary Shares") at a price of 7.5 pence per share (the "Placing
Shares") from existing and new shareholders. Each Placing Share has an attaching warrant to subscribe for a further
new ordinary share at an exercise price of 15p ("Warrants"), valid for two years from the date of issue. The funds
raised will primarily be used for strategic investment purposes, particularly in the Non-Fungible Token ("NFT") and
Open Finance sectors and to accelerate the Company's growth trajectory.
Outlook
Having undergone a strategic review during the course of the second half of 2020, the Company has emerged with a strong
focus on digital markets that are poised for significant growth. The opportunity going forward - particularly within
the NFT and Open Finance spaces - is significant and the Board remains confident in the Company's outlook. This
confidence is backed up by the series of announcements we have made particularly within the NFT space since our year
end.
While the Open Finance and NFT markets are in their infancy, our work to date has increases our confidence in the
Company's ability to generate credible revenue streams: the Gibraltar Crypto Stamp and the Gibraltar Genesis Collection
of NFTs have spotlighted our technology focus and capability within the area. While principally working pilots, they
have served to generate a broader interest that we aim to capitalise on. Therefore, we are looking forward to building
on their successes with a new NFT collection planned for the second half of 2021 and further collections over the
course of 2022.
Sales of NFT collections have a two fold impact on our ability to generate revenues: firstly, we will generate revenues
from the initial sale or 'drop' of the NFT; and then again from all secondary market trading activities (particularly
pertinent in respect of the rarer and more valuable digital assets) with the capability for programming into the smart
contract a commission or royalty on any subsequent trades.
Beyond this, we believe our wholly owned Nifty Labs subsidiary has the potential to generate significant value for the
Company. It is currently playing an integral role in the development of our marketplace - which is currently in the
build out phase - in conjunction with its partner, Indorse. The capability to develop a bespoke marketplace solution
not only showcases our tech development capability, it also allows us to create something that will be of benefit to
the wider blockchain ecosystem. The marketplace, once completed, will see us further capitalise on a structural
tailwind and trend in digital asset markets.
We are able to do this while looking forward from a secure financial position. All of our current operational
commitments are fully funded up to January 2022 and beyond. In May 2021 we raised additional capital of GBP1.155m to
accelerate the Company's growth trajectory. This provides us with a very significant financial base which means we can
continue to be strategically flexible and take an opportunistic approach to new developments and opportunities within
the rapidly developing NFT and Open Finance markets. It also allows us to continue to innovate - something we have a
proud history of - and leverage our partnerships, enabling us to remain at the forefront of the digital finance
markets.
Finally, the Board would like to thank all shareholders, partners and team members for their continued support and we
look forward to providing the market with regular progress updates at this exciting period for the Company and the
wider digital asset industry
Financial Review
Total comprehensive income, including fair value gains and losses on financial assets and digital assets, reported a
gain for the period of GBP661,139 compared to a loss of GBP106,378 in the previous year.
Gain for the period from continuing operations was GBP309,590 (2019: loss of GBP258,943). This gain is the result of
administrative expenses of GBP620,197 during the period, an increase in net fair value of equity investments of GBP565,713
and impairments to other current assets of GBP42,558 (loss in the value of tokens).
As at 31 December 2020, cash and cash equivalents amounted to GBP173,298 (2019: GBP235,079).
Eddy Travia
Chief Executive
30 June 2021
The Directors of Coinsilium Group Limited take responsibility for this announcement.
For further information, please contact:
The Directors of Coinsilium Group Limited take responsibility for this announcement.
Coinsilium Group Limited
+44 (0) 7785 381 089
Malcolm Palle, Executive Chairman
www.coinsilium.com
Eddy Travia, Chief Executive
Peterhouse Capital Limited
Guy Miller / Mark Anwyl +44 (0) 207 469 0930
(AQSE Growth Market Corporate Adviser)
SI Capital Limited
Nick Emerson +44 (0) 1483 413 500
(Broker)
Buchanan Communications +44 (0) 20 7466 5000
Chris Lane / Toto Berger E: coinsilium@buchanan.uk.com
(Media and Investor Relations)
COINSILIUM GROUP LIMITED GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2020
2020 2019
Note
GBP GBP
Continuing Operations
Revenue from contracts with customers 5 229,772 244,225
Cost of sales - (55,314)
Loss allowance for trade receivables (15,844) (114,749)
Gross Profit 213,928 74,162
Administration expenses 6 (620,197) (639,274)
9
Net fair value gains/(losses) on financial assets at fair value through profit or loss 565,713 572,805
Impairment of investments 13 (47,108) (257,401)
Realised gain on token value 198,915 -
Operating Gain 311,251 (249,708)
Finance income 22 24 431
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Finance costs 22 (8,473) (9,666)
Forex gain or (loss) 6,788 -
Profit before Taxation 309,590 (258,943)
Income tax 23 - -
Profit for the year 309,590 (258,943)
Other Comprehensive Income:
Items that may be subsequently reclassified to profit or loss
Change in fair value of other current assets at fair value through other comprehensive
income 13
351,549 152,565
Total Comprehensive Income for the year attributable to owners of the Parent
661,139 (106,378)
Earnings per share in pence from continuing operations attributable to owners of the
Parent - Basic & Diluted 24
0.218p (0.195)p
COINSILIUM GROUP LIMITED STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2020
Group Company
Restated
31 December 31 December 31 December
Note 2020 2019 2020 31 December
2019
GBP GBP GBP
GBP
Non-Current Assets
Intangible assets 7 3,720 3,720 1,860 1,860
Property, plant and equipment 8 - 271 - -
Financial assets at fair value through profit or 1,019,613 360,905
loss 9 2,291,958 1,776,777
Investment in subsidiaries 10 - - 1,700,259 1,872,544
2,295,678 1,780,768 2,721,732 2,235,309
Current Assets
Trade and other receivables 11 203,502 177,243 189,215 146,432
Cash and cash equivalents 12 173,298 235,079 69,035 61,912
Other current assets 13 945,376 146,974 918,376 146,974
1,322,176 559,296 1,176,626 355,318
Total Assets 3,617,854 2,340,064 3,898,358 2,590,627
Equity attributable to owners of the Parent
Share capital 16 - - - -
Share premium 16 6,949,974 6,369,974 6,949,974 6,369,974
Treasury shares (236,002) (281,003) (236,003) (281,003)
Share option reserve 17 20,029 20,029 20,029 20,029
Other reserves 504,114 152,565 - -
Retained losses (3,708,264) (4,017,854) (2,884,805) (3,567,412)
Total equity attributable to owners of the Parent 3,849,196 2,541,588
3,529,851 2,243,711
Current Liabilities
Trade and other payables 14 88,003 96,353 49,162 49,039
Total Liabilities 88,003 96,353 49,162 49.039
Total Equity and Liabilities 3,617,854 2,340,064 3,898,358 2,590,627
The Financial Statements were approved and authorised for issue by the Board of Directors on 30 June 2021 and were signed on its behalf by:
Eddy Travia
Executive Director COINSILIUM GROUP LIMITED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2020
GROUP Attributable to Equity Shareholders
Share Share Treasury Share option Other Retained Total
capital premium shares reserve reserves losses
GBP GBP
GBP GBP GBP GBP GBP
As at 31 December 2018 - 6,369,974 (273,875) 101,304 - (3,840,186) 2,357,217
Loss for the year - - - - - (258,943) (258,943)
Other comprehensive income
Change in value of other current assets - - - - 152,565 - 152,565
Total comprehensive income for the year - - - 152,565 (258,943) (106,378)
-
Purchase of treasury shares - - (204,125) - - - (204,125)
Lapsed or expired share based payments - - - 20,029 - - 20,029
Total transactions with owners recognised - - (7,128) (81,275) - 81,275 (7,128)
directly in equity
As at 31 December 2019 - 6,369,974 (281,003) 20,029 152,565 (4,017,854) 2,243,711
Profit for the year - - - - - 309,590 309,590
Change in value of other current assets - - - - 351,549 - 351,549
Total comprehensive income - - - - 351,549 309,590 661,139
Issue of shares 580,000 - - - - 580,000
Sale of treasury shares 45,001 - - - 45,000
Total transactions with owners recognised - 580,000 45,001 - - - 625,000
directly in equity
As at 31 December 2020 - 6,949,974 (236,002) 20,029 504,114 (3,708,264) 3,529,851
COINSILIUM GROUP LIMITED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2020
PARENT COMPANY Attributable to Equity Shareholders
Share Share premium Treasury Share option Retained Total
capital shares reserve losses
GBP GBP
GBP GBP GBP GBP
As at 31 December 2018 6,369,974 (273,875) 101,304 (3,301,750) 2,895,653
Loss for the year - - - - (1,284,286) (1,284,286)
Total comprehensive income for the year - - - - (1,284,286) (1,284,286)
Purchase of treasury shares - - (7,128) - - (7,128)
Lapsed or expired share based payments - - - (81,275) 81,275 -
Total transactions with owners recognised - - (195,125) 20,029 - 249,654
directly in equity
As at 31 December 2019 6,369,974 (281,003) 20,029 (4,504,761) 1,604,239
Opening balance adjustment - - - - 937,349 937,349
Restated as at 1 January 2020 - 6,369,974 (281,003) 20,029 (3,567,412) 2,541,588
Profit for the year - - - - 331,059 634,459
Change in value of other current assets -- - - - 351,549 351,549
Total comprehensive income for the year - - - - 682,608 682,608
Issue of ordinary shares - 580,000 - - - 580,000
Sale of treasury shares - - 45,001 - - 45,001
Total transactions with owners recognised
directly in equity - 580,000 45,001 - (23,306)
-
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