Coinsilium Group Limited (COIN) Coinsilium Group Limited: Final
Results for the year ended 31 December 2022 21-Jun-2023 / 07:00
GMT/BST
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21 June 2023
COINSILIUM GROUP LIMITED
("Coinsilium" or the "Company")
Final Results for the year ended 31 December 2022
STATEMENT OF THE BOARD OF DIRECTORS
Coinsilium Group Limited ("Coinsilium", the "Group" or the
"Company"), the Web3 investor, advisor, and venture builder, is
pleased to announce its Final Results for the year ended 31
December 2022.
Financial Summary
-- Revenue for the year of GBP211,523 vs GBP529,812 in the prior
year
-- The impairment of financial assets in 2022 was GBP273,292
compared with GBP147,628 in 2021
-- The net fair value loss on financial assets in 2022 was nil
compared with a loss of GBP407,264 in 2021
-- Total Comprehensive Loss of GBP2,056,974* compared to a gain
of GBP13,774 in 2021
-- Loss for the period from continuing operations GBP2,288,282
compared to a gain of GBP58,567 in 2021
-- Administrative expenses in the year of GBP936,931
significantly reduced compared with GBP1,693,041 in 2021
-- Loss per share of 1.17 pence compared to a gain of 0.008
pence in 2021
-- Financial assets at fair value through profit or loss
amounted to GBP2,136,097 at 31 December 2022 (31December 2021:
financial assets at fair value through profit or loss of
GBP2,238,596)
-- As at 31 December 2022 cash and cash equivalents amounted to
GBP667,816 (31 December 2021: GBP1,513,892)
-- Value of crypto assets held as at 31 December 2022
GBP1,002,159 comprising tradable tokens of GBP478,211 andrights to
future tokens (valued at cost) of GBP475,285.
* Loss for the current year includes loss in value of tokens
over the period of GBP1,289,903.
Operational Highlights
-- Coinsilium appointed as advisor to lifestyle fashion brand
company Blvck SRL for the launch of its 'BlvckGenesis' NFT
collection.
-- Coinsilium enters a Simple Agreement for Future Tokens
("SAFT") with Layer3 FinTech Ltd to purchaseUSD200,000 of YELLOW
tokens, the native token of Yellow Network.
-- Coinsilium is appointed as advisor to Switzerland-registered
Silta Finance AG ("Silta") and enters intoan Early Contribution
Agreement ("ECA") with Silta to purchase USD75,000 of future SILTA
tokens, the utility tokenof the Silta ecosystem.
-- Coinsilium is appointment as advisors to Delaware-registered
GGs.io Company ("GGs.io") and enters into aSimple Agreement for
Future Tokens ("SAFT") with GGs.io to purchase USD100,000 of future
GGs.io tokens
-- Coinsilium appointed as advisor to Metalinq Labs Inc and
entered into a Token Purchase Agreement topurchase USD200,000 of
future Metalinq tokens ("MLINQ"), the utility token of Metalinq, a
next generation Layer 3protocol solution enabling interoperability
between metaverses
The Directors present their report, together with the Group
Financial Statements and Auditor's Report, for the year ended 31
December 2022. The comparative period is the year ended 31 December
2021.
Review of the Year
2022 will undoubtably go on record as one of most challenging
periods for the Digital Asset industry to date, driven in the main
by deteriorating global macroeconomic conditions and regulatory
concerns, with the crypto markets remaining highly volatile
throughout the period and the price of Bitcoin and Ethereum ending
the year down by some 58% and 64% respectively.
The news in June 2022 of the collapse of the Terra Labs
ecosystem proved to be the catalyst for several significant
large-scale failures including Three Arrows Capital, a backer of
Terra Labs, that was holding hundreds of millions of dollars in
cryptocurrency for other funds, exchanges and blockchain companies.
The contagion caused multiple bankruptcies and extraordinary losses
for certain private and public companies who were providing
unsecured loans to third parties such as Genesis Trading, Voyager
Digital, BlockFi and Blockchain.com. Then in November came the
collapse of cryptocurrency exchange FTX, the third-largest
cryptocurrency exchange by volume with over one million users.
As we have stated previously, neither Coinsilium nor any of its
investees or advisory clients had any direct exposure to these
failures, though as one would expect, the fall-out from these
events resulted in significant ongoing uncertainties for the
broader digital asset markets for the remainder of 2022.
In contrast, the year saw Coinsilium making solid operational
progress across its investment and advisory activities. In this
respect, several significant investments and advisory contract wins
were announced throughout the year namely, Blvck Paris (advisory
agreement), Yellow Network (SAFT or Simple Agreement for Future
Tokens), Silta Finance (Early Contribution Agreement and advisory
agreement), GGS.io (SAFT and advisory agreement), and Metalinq
(Token Purchase Agreement and advisory agreement). Full details of
all these investments and client wins are provided in the 'New
Advisory and Investments Agreement' section below.
Over the course of the reporting period, we continued to manage
our resources pragmatically with a determination to remain on the
right side of this extremely challenging market cycle, in
preparation for more favourable market conditions which, post
period, have now started to emerge. Having survived the worst that
the market had to throw at us, we now find ourselves well
positioned and ready to resume the drive for growth with an
expanding portfolio of exciting Web3 advisory clients and
investments.
The Company ended the period with the value of crypto assets
held as at 31 December 2022 GBP1,002,159 comprising tradable tokens
of GBP478,211 and rights to future tokens of GBP475,285. Cash and
cash equivalents amounted to GBP667,816.
Director Share Purchases
During the period, Executive Chairman Malcolm Palle and Chief
Executive Eddy Travia purchased a total of 1.75m Coinsilium shares
on the market:
Director No. Shares Price
4 October 2022 Malcolm Palle 500,000 1.90p
7 October 2022 Eddy Travia 500,000 1.95p
28 October 2022 Malcolm Palle 250,000 1.90p
28 October 2022 Eddy Travia 250,000 1.95p
31 October 2022 Eddy Travia 250,000 1.90p
New Advisory and Investment Agreements in the Year
On 18 February 2022 we announced that Coinsilium had been
appointed as advisor to global lifestyle fashion brand Blvck Paris
for the launch of its 'Blvck Genesis' NFT collection. Under the
agreement, Coinsilium provided expert advice in respect of the NFT
market and the promotion of their NFT collection. The collection
features 9,999 unique NFTs, each design element has been crafted by
Blvck Paris founder, Julian O'hayon, with the avatars created
through the random combination of these graphical elements through
a Blvck randomiser. The collection successfully sold out within one
day of the launch.
On 21 April 2022 we announced that Coinsilium had entered a
Simple Agreement for Future Tokens ("SAFT") with Layer3 FinTech Ltd
to purchase USD200,000 of YELLOW tokens, the native token of Yellow
Network. Yellow Network is a decentralised finance (DeFi)
infrastructure that aims to provide a suite of financial tools and
services to its participants. One of the services offered by Yellow
Network is a decentralised clearing system for trading firms called
ClearSync. ClearSync is a system for trading firms that reduces
counterparty risk and helps settle trades quickly and efficiently
using smart contracts on the Ethereum blockchain. Traders deposit
collateral into an Adjudicator smart contract to ensure trades are
settled, offering a secure and transparent way to trade without
traditional clearing houses. Yellow Network aims to enable trade
between firms without pre-funding and without immediate settlement
required. The platform increases the capital efficiency for
accessing spot markets by a factor of 5 to 10 times. By using
netting and batching of transactions, Yellow Network aims to
improve performance and lower costs. The generalised problems they
are aiming to address are Market and liquidity fragmentation, lack
of decentralisation and lack of regulatory frameworks. Yellow
Network is a highly ambitious venture and potential game changer,
headed up by a very capable and impressive team of experienced
trading software and blockchain industry veterans. In a private
token sale that took place on 1 September 2022, in collaboration
with Launchblock, the USDYELLOW token allocation sold out in under
a minute where 1,388,888 USDYELLOW tokens were sold at a price of
USD0.036 each. On 28 January 2023, Yellow Network successfully
completed a VIP sale round on the LaunchBlock platform selling
2,631,578 Yellow tokens at a unit price of USD0.038. At this stage
we cannot confirm a price for tokens to be granted to Coinsilium
under the SAFT allocation, however the LaunchBlock VIP sale price
achieved of USD0.38, is indicative of an expected minimum uplift of
400% from the price at which Coinsilium's Yellow tokens are
expected to be allocated. Further information about Yellow Network
can be found on their website https://www.yellow.org/
On 5 May 2022 we announced that Coinsilium had been appointment
as advisor to Switzerland-registered Silta Finance AG ("Silta") and
that the Company had entered into an Early Contribution Agreement
("ECA") with Silta to purchase USD75,000 of future SILTA tokens,
the utility token of the Silta ecosystem. Silta is another exciting
and highly ambitious project with the objective of building a
bridge connecting DeFi protocols across multiple chains to real
world assets (RWA) infrastructure. Silta aims to provide developers
of real-world assets with a new and easier line of credit for
funding impact-conscious infrastructure. The Silta Score, which
reflects the creditworthiness as well as the social and
environmental impact of an infrastructure project, is encapsulated
in a dynamic and periodically updating NFT (non-fungible
token).
Coinsilium provides strategic advisory services to Silta in
relation to market trends, innovations, and new developments in
DeFi and blockchain-powered project finance. Further information
can be found on the Silta Website https://silta.finance/
On 22 June 2022 we announced Coinsilium's appointment as advisor
to Delaware-registered Company GGs.io ("GGs.io") and that it has
entered into a Simple Agreement for Future Tokens ("SAFT") with
GGS.io, to purchase USD100,000 of future GGs.io tokens, the utility
token of the GGs.io gaming ecosystem. GGs.io aims to build Latin
America's first 'Play and Earn' blockchain gaming hub while
promoting Web3 education and social mobility. The GGs.io founding
team members have considerable experience in this space having
contributed to the build of successful e-sports ventures in the
Latin-American (Latam) markets, launching and operating successful
communities and events for brands such as Razer, Red Bull, Claro
Gaming, ViacomCBS, Supercell, among others over the past 5 years.
GGs.io has been accepted as the first gaming project to join the
Origami program, an accelerator for Decentralised Autonomous
Organisations ("DAOs") operated and founded by Y Combinator alumni
and founding members of Orange DAO. Other early investors in GGs.io
alongside Coinsilium include Boost VC an early-stage VC firm in
California founded by Adam Draper - and Ripio Ventures, the venture
arm of Ripio the access gateway to the new digital economy in Latin
America.
Play-to-earn has now evolved into 'Play and Earn' where the game
is not seen as a 'job' but as an activity which is fun first, and
potentially lucrative second. With the inclusion of blockchain
technology, Web3 games now use NFTs as leverage and provide true
ownership of in-game assets, something missing from Web2 video
games.
On 25 July 2022 we announced Coinsilium's appointment as advisor
to Metalinq Labs Inc ("Metalinq Labs") and a Token Purchase
Agreement to purchase USD200,000 of future Metalinq tokens
("MLINQ"), the utility token of Metalinq, a next generation
metaverse interoperability Layer3 protocol, backed by the founding
team behind portfolio company Indorse Pte. Ltd. ("Indorse")
enabling interoperability between metaverses. Under the terms of
the Token Purchase Agreement, Coinsilium should receive USD200,000
in value of MLINQ digital tokens. The tokens should vest over a
period of time following the MLINQ token generating event
("TGE").
Metalinq is the first Layer 3 protocol built to enable
interoperability between Metaverses. The Metalinq protocol will
allow projects to launch wearable (NFT) collections across multiple
metaverses simultaneously. For the first time, users will be able
to purchase truly interoperable wearables. The protocol is built
with a focus on interoperability and with the objective to remain
blockchain agnostic; this will allow users to transfer their
digital assets across multiple metaverses and applications. NFT
traders will be able to track their wearables and assets across all
platforms, chains and wallets. The interoperability is encoded into
the "Meta NFTs", including the 3D file formats and ownership
details specific to each metaverse.
Coinsilium has agreed to provide strategic advisory services to
Metalinq Labs over a period up to and beyond the MLINQ's TGE. The
services will include strategic advice on token economics,
strategic development, and partnerships.
New Advisory and Investment Agreements Post Year End
On 14 March 2023 - Coinsilium announced that the Company had
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. On 19 May 2023 the Company reported that the
acquisition of the Tokenomi business had completed and that
Tokenomi's owner and managing director, Alexis Nicosia, has joined
Coinsilium's Advisory Team. Furthermore, Tokenomi's advisory client
book currently consists of seven retained Web3 blockchain project
clients, including three additional deals closed since the
announcement of signed Heads of Terms on 14 March 2023, with a
prospective pipeline of ten further project clients. With the
addition of these three new agreements, based on the agreed terms,
projected revenues from all signed Tokenomi advisory service
agreements as at the date of completion can be expected to reach up
to USD1,268,400 (GBP1,018,005) over the subsequent 12 to 24 months,
subject to those clients successfully completing their Token
Generating Events ("TGE"'s) within this period. Investors should
note that projected revenues are principally success based and
contingent on the successful completion of a project client's TGE
or public token sale. The TGEs are generally expected to occur
during the forthcoming 12 months, with a proportion of success
fees, in certain cases, to be received over a subsequent 12 month
vesting period. 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 or
postponement which would in turn impact on the timeline and
projected revenue flows.
Consideration for the acquisition of the Tokenomi buinsess was
GBP116,500, of which GBP19,000 was paid in cash and GBP97,500 is
payable through the future 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.
Partnerships
IOV Labs Asia JV
On 26 October 2022 the Company announced that IOV Labs had
advised the Company that it has been re-structuring its goals,
targets and strategy and proposed that Coinsilium considers terms
under which the Company would be prepared for the current JVA to be
replaced with an alternative business model. The Company advised
IOV Labs that it would be willing to review the objectives of the
JVA with a view to commencing negotiations towards a mutually
agreeable outcome which may or may not include an alternative
business model.
Post year end, on 28 February 2023 the Company provided a
further update stating that it has since reaffirmed its position to
IOV Labs that a prerequisite to progressing an alternative business
model would be the satisfactory resolution of the existing JVA
arrangements and that the Company had received a substantive
written response from IOV Labs to a formal proposal made by the
Company on 1 December 2022.
Any further material updates will be provided by the Company to
the market as required in a timely fashion.
Nifty Labs
Nifty Labs was established as an NFT development studio in
Gibraltar, under a partnership with portfolio company Indorse.
Indorse's tech team has significant experience in drafting smart
contracts and designing Web3 decentralised applications. The first
product built under Nifty Labs was an NFT Marketplace software
solution, initially developed to be compatible with any EVM
(Ethereum Virtual Machine) blockchain such as Layer 2 blockchains.
Later in the course of 2022, the Indorse tech team proposed and
successfully launched the ERC-5606 Multiverse NFT standard. Nifty
Labs initially aimed to commercialise the Nifty Marketplace as a
'white labelled' Software as a Service (SaaS) business solution,
however, due to the uncertainties and complexities around the
evolving regulatory landscape, the commercial model is now being
revisited with a focus on Web3 social media applications where NFTs
play a central role.
The Web3 social media space has been growing fast over the last
12 months powered by the development of infrastructure solutions
such as Lens Protocol, the scalability and cost efficiency brought
by Layer 2 blockchains and the emergence of new Ethereum standards
such as ERC-4337 enabling crypto wallet log in using Web2
credentials. One feature of Web3 social media platforms is their
reliance on NFTs and smart contracts, both of which are core areas
of expertise for Nifty Labs. We believe that, through a pragmatic,
incentivised and compelling model, the numerous benefits of Web3
will attract a wave of Web2 users currently focusing on the
efficiency and network effect of Web2 platforms. We believe that
tomorrow's social networking will be done via open source,
blockchain-powered, decentralised applications and Nifty Labs is
ideally positioned to develop leading market-relevant applications
in the growing Web3 social media space. Further details about the
potential commercial models to drive users to Web3 to be unveiled
in a timely manner to the market.
Post Year End Funding Update
On 21 April 2023, Coinsilium announced that it had raised
GBP258,150 gross of expenses via a company share subscription and
broker placing through Peterhouse Capital and SI Capital, of
17,209,999 new ordinary shares of no-par value at a price of 1.5
pence per share from existing and new shareholders and directors of
the Company. The funds raised will predominantly be used for
investment purposes and specifically for follow-on funding rounds
in certain ventures of the Company's portfolio. Following the issue
of the 17,209,999 Ordinary Shares, the Company has 191,958,234
Ordinary Shares in issue, which also represents the total number of
voting rights in the Company. Each Placing Share has an attaching
warrant to subscribe for a further new ordinary share at an
exercise price of 3p ("Warrants"), valid for two years from the
expected date of admission of the Placing Shares, being 27 April
2023.
The Directors' participation in the Subscription was as follows:
Director No. Shares Subscription Value Eddy Travia 3,350,000 GBP
50,250 Malcolm Palle 3,350,000 GBP 50,250
The funds raised are to be used predominantly for investment
purposes and specifically for follow-on funding rounds in certain
ventures within the Company's portfolio.
Financial Review
Total comprehensive income, including fair value gains and
losses on financial assets and digital assets, reported a loss for
the period of GBP2,056,974 compared to a gain of GBP13,774 in the
previous year. This result is largely driven by a decrease in the
fair value of digital asset tokens of GBP1,289,903 and impairments
of equity investments totalling GBP273,292. Administrative expenses
in the year of GBP936,931 represent a significant decrease on the
prior year figure of GBP1,693,041.
As at 31 December 2022, cash and cash equivalents amounted to
GBP667,816 (2021: GBP1,513,892).
Outlook
The Company ended the reporting period with the value of crypto
assets held as at 31 December 2022 at GBP1,002,159, comprising
tradable tokens of GBP478,211 and rights to future tokens (valued
at cost) of GBP475,285. Cash and cash equivalents amounted to
GBP667,816. The period end also marked a low watermark for the
Digital Asset Markets which have recovered significantly since
January 2023. This in turn has had a materially positive impact on
the Company's crypto treasury position since the end of 2022.
Whilst volatility in the market remains, the marked improvement we
have witnessed since January 2023 gives us optimism that the worst
of the bear market may be behind us and that we are now in the
early stages of a building recovery phase.
We are also most encouraged to see the growing level of activity
building in the wider Web3 venture space, and the steady stream of
demand we are witnessing for our Web3 advisory services,
particularly in the SE Asia region. The timely completion of the
Tokenomi Web3 Advisory Business acquisition brings its founder,
Alexis Nicosia, into our advisory team as we now look to scaling up
and further developing our Advisory Service capabilities as a
revenue generating adjunct to Coinsilium's investment and venture
building activities.
As market conditions continue to improve, we will also be
looking to add to and broaden our growing portfolio of investments,
notably in the Metaverse, Asset Tokenisation and the Web3 space.
The Web3 social media space has been growing fast over the last 12
months powered by the development of infrastructure solutions such
as Lens Protocol, the scalability and cost efficiency brought by
Layer 2 blockchains and the emergence of new Ethereum standards
such as ERC-4337 enabling crypto wallet log in using Web2
credentials. We are looking closely at this space as we believe we
can tap into our NFT experience and into some of our portfolio
companies' talent to develop market-relevant applications. We will
update the market in a timely manner with news of developments in
that direction.
Artificial Intelligence (AI)
We are also very excited by some of the opportunities we are
starting to see emerge within Artificial Intelligence (AI)
applications, and notably at points where they intersect with
blockchain applications. AI has been in development some time but,
with the release of ChatGPT4, its adoption has been much faster
than anything humanity has ever seen before, going from zero to
100m users in under 2 months and with the potential to bring
infinite scalable knowledge into the economic system.
As noted above, on 21 April 2023 we announced a successful share
subscription and broker placing through Peterhouse Capital and SI
Capital raising GBP258,150 gross of expenses from existing and new
shareholders and directors of the Company. The funds raised are
predominantly to be used for investment purposes and specifically
for follow-on funding rounds in certain ventures of the Company's
portfolio. On 15 June 2023, we announced the first of these, where
we participated in Greengage's latest funding round with an
investment of GBP25,000. At the same time, we also reported the
conversion of the principal and interest of the GBP200,000
convertible loan notes made to Greengage in September 2021 by
Coinsilium, via its wholly owned Gibraltar registered subsidiary
Seedcoin Limited. We look forward to providing shareholders with
updates on further new and follow-on investments over the remainder
of the year.
The strong recovery from the December lows in the Digital Asset
markets provides us with a renewed level of optimism that a
continuing recovery process is now underway, albeit at a slow and
steady pace, and as we head towards the next Bitcoin halving in
Spring 2024, a time which has historically catalysed previous bull
phases of the Digital Assets value cycle.
Finally, the Board would like to thank our valued shareholders,
partners and team members for their continued support, and we look
forward to continuing to provide the market with regular exciting
progress updates for the remainder of the period and beyond.
Eddy Travia
Chief Executive Officer
19 June 2023
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)
Investee Companies Update
Indorse
On 27 January 2022 Coinsilium Group's CEO Eddy Travia, together
with Gaurang Torvekar, CEO of Indorse co-presented an online web
event entitled "The Metaverse, Play to Earn & BlockBots" hosted
by Startup Grind Gibraltar. This showcase and educational session
were designed to provide attendees with an entry level
understanding of these emerging technology applications. The event
was streamed through the Startup Grind platform and simultaneously
in the Metaverse, at the Indorse virtual headquarters in
CryptoVoxels.
On 19 April 2022, Indorse announced the launch of the Public
Alpha version of its BlockBots NFT Play-to-Earn ("P2E") game called
"Block Bouts" with a prize pool of USD33,000 and various BlockBot
NFTs.
On 13 May 2022, Indorse announced the successful completion of
the 2-week Public Alpha of the BlockBots NFT game with more than
360,000 gameplay during the period.
On 17 May 2022, Indorse announced the V1 of the BlockBots P2E
game to be launched in June and through which players can stake and
earn IND tokens and PowerUps. The team also announced an upcoming
BlockBots x Minecraft Battle Royal Game for Summer 2022.
On 25 July 2022, Coinsilium Group announced its appointment as
advisor to Metalinq Labs Inc ("Metalinq Labs") and that it has
entered into a Token Purchase Agreement to purchase USD200,000 of
future Metalinq tokens ("MLINQ"), the utility token of Metalinq, a
next generation Layer 3 protocol solution enabling interoperability
between metaverses.
In the year, Metalinq Labs announced the launch of development
work on Metalinq, the Metaverse interoperability Layer3 protocol,
backed by the founding team behind portfolio company Indorse Pte.
Ltd. ("Indorse") and the BlockBots NFT-based Play-to-earn game.
Post Year End Updates
20 March 2023
New Multiverse NFT standard submitted by some members of the
Indorse tech team becomes the ERC-5606 NFT standard with the
potential to benefit the entire Web3 Ecosystem.
Following submission of the EIP-5606 (Ethereum Improvement
Proposal) in September 2022, the new 'Multiverse' non-fungible
token (NFT) standard ERC-5606, successfully completed the Ethereum
community approval process.
What is ERC-5606?
ERC-5606 is a new standard for creating multiverse NFTs on
multiple metaverses, Web3 games and platforms. These tokens can
represent unique assets across different virtual worlds, enabling
interoperability between these worlds.
With ERC-5606, creators can design NFTs that are not limited to
a single blockchain or platform, unlocking new possibilities for
the use of NFTs in gaming, art, and other industries. The standard
provides guidelines for implementing NFTs on different blockchains,
ensuring compatibility and ease of use for developers and users
alike.
In addition, ERC-5606 offers a range of features that enhance
the functionality and flexibility of NFTs. For example, it supports
the creation of composite NFTs, which combine multiple assets into
a single token. This allows for the creation of more complex and
valuable NFTs that can represent entire collections or sets of
assets.
To become a new NFT standard, EIP-5606 was initially submitted
as an Ethereum Improvement Proposal ("EIP") on 6 September 2022.
After review by members of the Ethereum Protocol Developers and the
Ethereum community, the proposal became the ERC-5606 NFT
standard.
Carrying Value in GBP as at 31 December 2022: GBP991,899 (2021:
GBP889,587)
SSV Network (formerly Blox Staking)
In February 2022 it was announced that SSV Network (the
decentralised protocol) had raised USD10m from reputable crypto
companies such as Coinbase, Lukka, OKX and Digital Currency Group.
At the time, media reported that SSV Network's test net included
2,661 operators and 7,954 validators with 254,528 ETH staked.
It is important to note that these companies did not acquire
shares in Israeli-registered Coin-Dash Limited (Coindash), nor
entered the cap table of Coindash as shareholders but acquired
USDSSV tokens at an undisclosed price.USDSSV tokens were valued at
USD9.9321 as of 31 December 2022 (SSV tokens are not considered in
the Company's valuation method).
Given the high number of SSV Network tokens held by Coindash and
the focus of its team to develop SSV Network it is clear for
Coinsilium's management that Coindash and SSV Network are
intrinsically linked and the success of SSV Network should have a
positive effect on Coindash.
Post Period Updates
On 20 January 2023, SSV Network announced a USD50m ecosystem
fund to support Ethereum proof-of-stake decentralization and ETH
staking technologies.
On 5 April 2023, SSV Network announced the release of JATO (Jat
Assisted Take Off) as the last testnet version before Mainnet
release.
On 12 April 2023, Alon Muroch, CEO of Coindash, tweeted in
reference to the significance of the Ethereum 'Shappella' upgrade:
"Today's Shappella fork marks a huge milestone for ethereum and
@ssv_network. It marks a full circle from beacon chain genesis in
Dec 2020 to withdrawals activation today. For SSV, a necessary
milestone for mainnet rollout. Huge things are about to happen
after 2 years of work."
As no new valuation data has been found in the current year, and
there is no indication that the operations of the investment
company suggest impairment of the current carrying value, the
Company has decided to maintain the brought forward valuation for
the purposes of the current year of account. Consequently, the
investment is held at the carrying value of GBP185,981 as at 31
December 2022 (having been revalued for movements in the GBP/USD
exchange rate from the initial cost of USD225,000).
Carrying Value in GBP as at 31 December 2022: GBP185,981 (2021:
GBP166,798)
Elevate Health
As the proposed project could not be pursued under the initially
planned Gibraltar legal structure, the Gibraltar incorpoprated
project company is being wound up by its founders, with
Coinsilium's economic interest in the project being novated into a
receivable token to be received in 2023 and 2024. Coinsilium should
consequently receive 30m Elevate tokens over a vesting period of 18
months. The Elevate tokens should be worth USD300,000 according to
the project's public price. Dates and price can vary.
Given the level of uncertainty over the realisable value of the
Elevate tokens to be received in settlement of novation of the
Company's investment in Elevate, the Directors have determined not
to revalue this investment above its historic cost level of
USD100,000. Consequently, only foreign exchange revaluations have
been booked to the carrying value of this investment, which at the
reporting date stands at GBP82,658.
Following regular communications with and updates from the
founders of the investment project, the directors do not believe
there is any indication that the carrying value of this project
should be impaired.
Carrying Value in GBP as of 31 December 2022: GBP82,658 (2021:
GBP74,132)
StartupToken
Throughout 2022, StartupToken has been looking at developing
customisable NFT storefronts and enterprise solutions for SMEs in
the Southeast Asia region.
2022 has been an annus horribilis for the crypto space in
general with several headline-grabbing collapses of
multi-billiondollar firms, depressed cryptocurrency prices and a
negative sentiment across the crypto markets. It has been
particularly difficult for NFTs with declining trading volume and
prices. In these difficult times the liquidity of MINTY tokens has
fallen below a threshold the Company considers adequate to maintain
the value of its MINTY denominated assets and has decided to fully
impair the value of its MINTY Token holdings of GBP78,484
(recognised in "Loss on token value" in the current year), and
partially impair the investment in StartupToken to reduce the
carrying valuer to the historic cost of the initial investment.
Although several tokens have managed to recover from very low
liquidity levels in the past, the Coinsilium Board prefers to adopt
a cautionary approach with regards to the value of the MINTY tokens
and their knock on impact on the value of the investment in
StartupToken.
Consequentially, an impairment charge of GBP273,292 has been
recognised in the current year against the value of the investment
in StartupToken, bringing the year end carrying value to
GBP360,905.
Carrying Value at 31 Dec 2022: GBP360,905 (2021: 595,001)
Greengage Global Holding Ltd
On 19 April 2022, Greengage announced its acquisition of Silver
Lined Solutions Limited (SLS). SLS is a highly rated Salesforce
consultancy in the financial services space and has been actively
engaged in building a differentiated core IT architecture for
Greengage. Silver Lined Solutions has been rebranded as Greengage
Solutions Ltd (GGS).
On 21 December 2022, Greengage shared an Investor Update, the
main points of which are listed below: 1. Go-live e-money account
services (January 2023): We've passed our audit from Modulr on the
14th Decemberand will be launching fiat (GBP, EUR) payments with
sort codes, IBANs, and Visa cards for friends and familyaccounts in
January. This is a very big launch for us and we have invested
considerable time and effort in thesystems and controls to run an
e-money business, including building our own Software-as-a-Service
("SaaS")technology largely on Salesforce and Microsoft Azure, as
well as working with partners on key components such ascompliance.
2. Client onboarding pipeline: We anticipate a healthy flow of new
clients from the relationships we havebuilt up over the past years,
with direct prospect clients as well as with partners including
accountants andsolicitors. We are charging GBP5k p.a. which is
materially lower than some competitors for "crypto friendly"
fiatpayments services, which we can afford given our diversified
revenues across SaaS technology services and our B2Bfunding
platform business (across traditional and digital). 3. Web 3 /
metaverse: Greengage has always been forward looking. Our core
"digital merchant banking" visionhas centred around the idea of
working with partner balance sheets to give funding to our clients,
not just fromour own monies, but to offer a wide range of products
and services with partners. As "Web 3" has evolved -including the
idea of democratising finance - Greengage has responded and our B2B
funding platform has grownaccordingly with new services. 4. In the
press: Since July, we have achieved some excellent coverage, mainly
attributed to GreengageBanking Services Survey Findings, which was
subsequently promoted in Innovate Finance's newsletter to
12ksubscribers twice, two blogs, an episode on The Gage and
numerous socials posts, and coverage from joiningTechnation,
announcing our partnership with Eldora and publishing Greengage's
Crypto Glossary. 5. Financials: We have generated another GBP1m+ in
revenue this year across our SaaS technology services andplatform
business lines. We anticipate a healthy stream of new e-money
account services revenues and are continuingdiscussions with
potential investors to fund growth. 6. Crypto markets: Greengage
has zero FTX exposure, and as we focus on "picks and shovels"
andinfrastructure rather than the more speculative end of the
crypto markets we have been largely insulated from someof the media
headlines around crypto volatility. We anticipate that our
relatively competitive e-money servicesprice point at GBP5k p.a.
will position us well to service crypto company clients at the
"base of the pyramid" whichare building interesting solutions on
blockchain, and through which we can build relationships to
helpcross-fertilise our technology services and platform
businesses. 7. SaaS technology: Our first SaaS technology
standalone app to support screening against the corporate
andindividual Telephone Preference Service, which is designed as an
in-built Salesforce widget which Greengage hasbeen using for some
time, is planned to launch in the New Year. We're looking to
increase our suite of apps infuture, and this is very much a pilot,
and will extend our recurring technology revenues.
Post Period Updates
June 2023
Greengage announced that it had raised over GBP1m at a GBP30m
valuation intended to be the first tranche in a GBP5m fundraising
program.
Att the same time, Greengage has triggered the conversion of
noteholders' convertible loan notes into ordinary A shares. With
the conversion of the principal and interest of its GBP200,000 Loan
Notes, Coinsilium will receive a total of 11,094 Greengage A
Shares: 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 GBP19.24 per share, calculated on the
basis of a 20% discount on the full price of GBP24.05 per share
which is the price applied to the conversion of accrued
interest.
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 and valid for two years.
Furthermore, we decided to show continuing support to the
project by participating in the equity subscription round,
purchasing 1,039 A shares for GBP25,000 and receiving 860 warrants
to subscribe for new A shares at an exercise prce of GBP28.87,
exercisable for 2 years.
Given the positive news released over 2022 and the current
funding round at a GBP30,000,000 valuation which represents a 9.9%
higher valuation than the initial round during which Coinsilium
initially invested in 2021, the directors believe that the cost of
this investment is reflective of the Fair Value at the reporting
date, such that no further revaluation of this investment is
required.
Initial Investment and Carrying Value in GBP as at 31 December
2022: GBP501,530 (2021: GBP501,530)
COINSILIUM GROUP LIMITED GROUP STATEMENT OF COMPREHENSIVE
INCOME
FOR THE YEARED 31 DECEMBER 2022
2022 2021
Note
GBP GBP
Continuing Operations
Revenue from contracts with customers 5 211,523
529,812
Cost of sales - (5,628)
Gross Profit 211,523
524,184
Administration expenses 6 (936,931) (1,693,041)
9
Net fair value (losses)/gains on financial assets at fair value through profit or loss - (407,264)
Gain on disposal of treasury shares - 260,438
Impairment of financial assets 9 (273,292) (147,628)
Realised (loss)/gain on token value 14 (1,289,582) 1,521,878
Operating (Loss) / Gain (2,288,282) 58,567
Finance income 23 100 12
Investment income 13,123 -
Share of Associate loss for the year 11 44,769 (44,769)
Forex gain or (loss) 173,316 (35)
Profit before Taxation (2,056,974) 13,774
Income tax 24 - -
Profit for the year (2,056,974) 13,774
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 14
- -
Total Comprehensive Income for the year attributable to owners of the Parent Company
(2,056,974) 13,774
Earnings per share in pence from continuing operations attributable to owners of the
Parent - Basic & Diluted 25
(1.177p) 0.008p
COINSILIUM GROUP LIMITED
STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
Group Company
31 December 31 December 31 December
Note 2022 2021 2022 31 December
2021
GBP GBP GBP
GBP
Non-Current Assets
Intangible assets 7 3,720 3,720 1,860 1,860
Property, plant and equipment 8 2,025 1,509 - -
Financial assets at fair value through profit or
loss 360,905
9 2,136,097 2,238,596 595,001
Investment in subsidiaries 10 - - 1,644,333 1,644,333
Intercompany loans - - 1,769,959 785,666
2,141,842 2,243,824 3,777,057 3,026,860
Current Assets
Trade and other receivables 12 127,739 194,294 66,706 100,685
Cash and cash equivalents 13 667,816 1,513,892 560,261 1,233,936
Other current assets 14 1,002,159 2,221,623 478,211 2,172,762
1,797,714 3,929,809 1,105,178 3,507,383
Total Assets 3,939,556 6,173,633 4,882,235 6,534,242
Equity attributable to owners of the Parent
Share capital 17 - - - -
Share premium 17 8,344,974 8,344,974 8,344,974 8,344,974
Share option reserve 18 677,064 681,061 677,064 681,061
Other reserves 504,114 504,114 - -
Retained losses (5,731,435) (3,692,121) (4,220,117) (2,750,064)
Total equity attributable to owners of the Parent 4,801,921 6,275,971
3,794,717 5,838,028
Current Liabilities
Trade and other payables 15 144,839 335,605 80,314 258,271
Total Liabilities 144,839 335,605 80,314 258,271
Total Equity and Liabilities 3,939,556 6,173,633 4,882,235 6,534,242
The Financial Statements were approved and authorised for issue
by the Board of Directors on 19 June 2023 and were signed on its
behalf by:
Eddy Travia
Chief Executive Officer COINSILIUM GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2022
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 2020 - 6,949,974 (236,002) 20,029 504,114 (3,708,264) 3,529,851
Profit for the year - - - - - 13,774 13,774
Total comprehensive income - - - - - 13,774 13,774
Issue of shares 1,395,000 - - - - 1,395,000
Sale of treasury shares - 236,002 - - - 236,002
Issue of share options - - 663,401 - - 663,401
Lapsed or expired share-based payments - - (2,369) - 2,369 -
Total transactions with owners recognised - 1,395,000 236,002 661,032 - 2,369 2,294,403
directly in equity
As at 31 December 2021 - 8,344,974 - 681,061 504,114 (3,692,121) 5,838,028
Loss for the year - - - - - (2,056,974) (2,056,974)
Total comprehensive income - - - - - (2,056,974) (2,056,974)
Issue of share options - - - 13,663 - - 13,663
Lapsed or expired share-based payments - - - (17,660) - 17,660 -
Total transactions with owners recognised - - - (3,997) - 17,660 13,663
directly in equity
As at 31 December 2021 - 8,344,974 - 677,064 504,114 (5,731,435) 3,794,717
COINSILIUM GROUP LIMITED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2022
PARENT COMPANY Attributable to Equity Shareholders
Share Share Treasury Share option Retained Total
capital premium shares reserve losses
GBP GBP
GBP GBP GBP GBP
As at 1 January 2021 - 6,949,974 (236,002) 20,029 (2,884,804) 3,849,197
Profit for the year - - - - 132,372 132,372
Total comprehensive income for the year - - - - 132,372 132,372
Issue of ordinary shares - 1,395,000 - - - 1,395,000
Sale of treasury shares - - 236,002 - - 236,002
Issue of share options - - - 663,401 - 663,401
Lapsed or expired share options - - - (2,369) 2,369 -
Total transactions with owners recognised
directly in equity - 1,395,00 236,002 661,032 2,294,403
2,369
As at 31 December 2021 - 8,344,974 - 681,061 (2,750,064) 6,275,971
As at 1 January 2022 - 8,344,974 - 681,061 (2,750,064) 6,275,971
Profit for the year - - - - (1,487,713) (1,487,713)
Total comprehensive income for the year - - - - (1,487,713) (1,487,713)
Issue of share options - - - 13,663 - 13,663
Lapsed or expired share options - - - (17,660) 17,660 -
Total transactions with owners recognised
directly in equity - - - (3,997) 13,663
17,660
As at 31 December 2022 - 8,344,974 - 677,064 (4,220,117) 4,801,921
COINSILIUM GROUP LIMITED STATEMENT OF CASH FLOWS
FOR THE YEARED 31 DECEMBER 2022
Group Company
2022 2021
2022 2021
Note GBP GBP
GBP GBP
Cash flows from operating activities
Profit before taxation (2,056,974) 16,143 (1,487,714) 134,741
Adjustments for:
Finance income (100) (12) - -
Depreciation and amortisation 870 755 - -
Gain on sale of treasury shares - (260,747) - (260,747)
Share based payments 13,663 661,032 13,663 661,032
Provision for loans to subsidiaries - - (341,382) 491,303
Changes in value of other current assets 1,289,582 (1,276,247) 1,289,582 (1,254,386)
Impairment of fair value through profit or loss 273,292 -
273,292 -
Decrease / (increase) in financial assets at fair value through
profit or loss (39,196) -
(182,341) -
Unrealised foreign exchange movements (2,617) - - -
(Increase)/Decrease in trade and other receivables 33,979 88,530
66,555 9,208
Increase/(Decrease) in trade and other payables (190,767) 247,602 (177,957) 209,109
Net cash (used in) / generated by operating activities (435,773) 69,582
(788,837) (602,266)
Cash flows from investing activities
Interest received 100 12 - -
Purchase of property, plant & equipment (1,386) (2,264) - -
Purchase of other current assets (472,668) -
Proceeds on disposal of other current assets 405,167 404,969
Purchase of financial assets at fair value through profit or
loss - -
- (501,530)
Decrease / (increase) in financial assets at fair value through
profit or loss - 424,612
- 554,892
Proceeds on disposal of financial assets at fair value through
profit or loss - -
11,548 -
Decrease/(increase) in loans to subsidiary undertakings (642,911) (1,276,969)
- -
Decrease in investment in subsidiaries - - - 55,926
Net cash generated from/(used in) investing activities (237,942) (796,431)
(57,239) 51,110
Cash flows from financing activities
Proceeds from issue of shares (net of costs) - 1,395,000 - 1,395,000
Purchase of treasury shares - - - -
Proceeds from sale of treasury shares - 496,750 - 496,750
Finance costs - - - -
Net cash generated from financing activities - 1,891,750
- 1,891,750
Net (decrease)/increase in cash and cash equivalents (673,675) 1,164,901
(846,076) 1,340,594
Cash and cash equivalents at beginning of year 1,233,936 69,035
1,513,892 173,298
Cash and cash equivalents at end of year 13 667,816 1,513,892 560,261 1,233,936
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
ACCOUNTING POLICIES
1 General Information
Coinsilium Group Limited ("the Group" or "the Company") is a
limited liability company domiciled in the British Virgin Islands
and is quoted on the Aquis Growth Market. The Company was
incorporated on 25 September 2014.
Coinsilium is a focused Web3 Investor, Advisor and Venture
Builder operationally based in Gibraltar. As an innovator with
proven technological and commercial expertise and development
capabilities in the Web3 arena, Coinsilium provides
revenue-generating strategic advisory services and teams up with
leading tech experts to build Web3 ventures. Through its subsidiary
Nifty Labs, a Web3 and NFT technology development centre in
Gibraltar in partnership with blockchain tech experts Indorse, the
Group enables major Web2 players to successfully transition into
the Web3 space.
2 Summary of significant accounting policies
The principal accounting policies applied in the preparation of
these consolidated Financial Statements are set out below. These
policies have been consistently applied unless otherwise
stated.
2.1 Basis of preparation of Financial Statements
The Group and Company Financial Statements have been prepared in
accordance with International Financial Reporting Standards as
adopted by the European Union ("IFRS").
The Financial Statements have been prepared on the historical
cost basis, except for the measurement to fair value of certain
financial assets and financial instruments as described in the
accounting policies below.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Group's Accounting Policies. The areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the consolidated
Financial Statements are disclosed in Note 4.
On 25 September 2014, Coinsilium Group Limited was incorporated
to act as the holding company for the Group. On incorporation, 1
share was issued at GBPNil par value.
2.2 New IFRS standards and interpretations
New Standards and revisions to existing standards issued that
are effective at 1 January 2022
Certain new accounting standards and interpretations have been
published that are effective at 1 January 2022:
Effective Date
Amendments to IFRS 3: Business Combinations - Reference to the Conceptual Framework 1 January 2022
Amendments to IAS 16: Property, Plant and Equipment 1 January 2022
Amendments to IAS 37: Provisions, Contingent Liabilities and Contingent Assets 1 January 2022
Annual Improvements to IFRS Standards 2018-2020 Cycle 1 January 2022
These amendments had no impact on the consolidated financial
statements of the Group. The Group intends to use the practical
expedients in future periods if they become applicable.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
ACCOUNTING POLICIES (continued)
New Standards and revisions to existing standards issued that
are not yet effective
Certain new accounting standards and interpretations have been
published that are not yet effective
Effective Date
Amendments to IAS 1: Classification of Liabilities as Current or Non-current 1 January 2023
Definition of Accounting Estimates - Amendments to IAS 8 1 January 2023
Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 1 January 2023
The Group is currently assessing the impact of the amendments to
determine the impact they will have on the Group's accounting
policy disclosures.
2.3 Basis of Consolidation
The Group Financial Statements consolidate the financial
statements of Coinsilium Group Limited and the financial statements
of all of its subsidiary undertakings made up to 31 December
2022.
Subsidiaries are all entities over which the Group has control.
The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the
subsidiary and has the ability to affect those returns through its
control over the entity. Where an entity does not have returns, the
Group's power over the investee is assessed as to whether control
is held. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated from
the date that control ceases.
Associates are entities over which the Group exercises
significant influence but does not exercise control. Examples of
Associates are Joint Venture undertakings in which the Group has
less than 50% of the shares in issue but exercises significant
influence by virtue of holding in excess of a 20% interest in the
company or by other means, such as holding the right to appoint
directors to the board of the Company. Where the Group holds an
interest in an associate, this interest is accounted for under
equity accounting, whereby the initial investment is recognised at
cost, with the Group's post acquisition share of the profit or loss
of the associate being recognised going forward in the Statement of
Comprehensive Income.
Inter-company transactions, balances, and income and expenses on
transactions between Group companies are eliminated. Profits and
losses resulting from intercompany transactions that are recognised
in assets are also eliminated. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the
policies adopted by the Group.
Investments in subsidiaries are stated at cost less provision
for impairment.
2.4 Going Concern
As described in the Results and Dividends section of this
Directors' Report, the Group has reported an operating loss for the
year.
In considering the Group's ability to continue in operation for
the foreseeable future, the Directors have considered the forecast
operating cash-flows up to the end of 30 June 2024, along with the
expoectations of additional cash investments into digital token
projects which remain entirely in the Company's control.
As at the reporting date, the Company had GBP668k in cash
reserves and GBP478k in readily convertible digital asset tokens.
Furthermore, the Company successfully raised GBP258k (before
expenses) folllowing the reporting period through a private
placement of new ordinary shares.
As the Directors have continued to maintain a high level of
control over operating expenditures throughout the period, which it
feels remains appropriate given the current size of the business,
operating cashflows to 30 June 2024, along with expectations of
additional digital asset token investments, are projected to be
fully met from existing cash resources (including post period end
cash raised via the private placement) without the need for any
reliance on realisation of readily convertible digital asset tokens
in the Company portfolio, which remains available for any
additional investment deemed advantageous over this period.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
ACCOUNTING POLICIES (continued)
As a consequence, the Directors have a reasonable expectation
that the Group and Company have adequate resources to continue in
operational existence for the foreseeable future. Thus, they
continue to adopt the going concern basis of accounting in
preparing the annual financial statements.
2.5 Business Combinations
The acquisition of subsidiaries in a business combination is
accounted for using the acquisition method. The cost of the
acquisition is measured at the aggregate of the fair values, at the
date of exchange, of assets given, liabilities incurred or assumed,
and equity instruments issued by the Group in exchange for control
of the acquired, plus any costs directly attributable to the
business combination. The acquiree's identifiable assets,
liabilities and contingent liabilities that meet the conditions for
recognition under IFRS 3 are recognised at their fair value at the
acquisition date.
2.6 Foreign Currencies i. Functional and presentation
currency
The functional currency of the Group and Company is UK Pound
Sterling (GBP) and all values are rounded to the nearest Pound.
This is on the basis that the Group is based in the United Kingdom,
its overheads are generally incurred in sterling, its funds are
generally held mainly in sterling bank accounts, and its investors
have invested in sterling-based instruments. The Group financial
statements are presented in UK Pound Sterling, which is the Group's
presentational currency. ii. Transactions and balances
Transactions in foreign currencies are translated at the
exchange rate ruling at the date of each transaction. Foreign
currency monetary assets and liabilities are retranslated using the
exchange rates at the reporting date. Gains and losses arising from
changes in exchange rates after the date of the transaction are
recognised in profit or loss. Non-monetary assets and liabilities
that are measured in terms of historical cost in a foreign currency
are translated at the exchange rate at the date of the original
transaction.
2.7 Intangible Assets i. Brands and Trademarks
Brand and trademark intangible assets have been recorded at
cost, being their estimated fair value at the time of acquisition.
They are amortised over their estimated useful economic lives.
2.8 Property, Plant and Equipment
Property, plant and equipment is stated at cost less accumulated
depreciation and any accumulated impairment losses. Depreciation is
provided on all property, plant and equipment to write off the cost
less estimated residual value of each asset over its expected
useful economic life on a straight-line basis at the following
annual rates:
Office equipment - 33.33% straight line over the life of the
asset
Assets that are subject to depreciation are reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss
is recognised for the amount by which the asset's carrying amount
exceeds its recoverable amount. The recoverable amount is the
higher of an asset's fair value less costs to sell and value in
use.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
ACCOUNTING POLICIES (continued)
2.9 Financial Assets
From 1 January 2018 the Group and Company classifies its
financial assets in the following measurement categories:
-- Those to be measured subsequently at fair value through
profit or loss; and
-- Those to be measured at amortised cost.
The classification depends on the business model for managing
the financial assets and the contractual terms of the cash flows.
Financial assets are classified as at amortised cost only if both
of the following criteria are met:
-- The asset is held within a business model whose objective is
to collect contractual cash flows; and
-- The contractual terms give rise to cash flows that are solely
payments of principal and interest.
Financial assets at amortised cost are subsequently measured
using the effective interest rate (EIR) method and are subject to
impairment. The Group's and Company's financial assets at amortised
cost include trade and other receivables and cash and cash
equivalents. A financial asset (or, where applicable, a part of a
financial asset or part of a group of similar financial assets) is
primarily derecognised when:
-- The rights to receive cash flows from the asset have expired;
or
-- The Group and Company has transferred its rights to receive
cash flows from the asset or has assumed anobligation to pay the
received cash flows in full without material delay to a third party
under a 'pass-through'arrangement? and either (a) the Group and
Company has transferred substantially all the risks and rewards of
theasset, or (b) the Group and Company has neither transferred nor
retained substantially all the risks and rewards ofthe asset, but
has transferred control of the asset.
The Group recognises an allowance for expected credit losses
(ECLs) for all debt instruments not held at fair value through
profit or loss. ECLs are based on the difference between the
contractual cash flows due in accordance with the contract and all
the cash flows that the Group expects to receive, discounted at an
approximation of the original EIR. The expected cash flows will
include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
For trade receivables (not subject to provisional pricing) and
other receivables due in less than 12 months, the Group applies the
simplified approach in calculating ECLs, as permitted by IFRS 9.
Therefore, the Group does not track changes in credit risk, but
instead, recognises a loss allowance based on the financial asset's
lifetime ECL at each reporting date.
The Group and Company classifies the following financial assets
at fair value through profit or loss:
-- Debt instruments that do not qualify for measurement at
either amortised cost or fair value through othercomprehensive
income; and
-- Equity investments for which no election has been made to
recognise fair value gains and losses throughother comprehensive
income.
The Group and Company measures all equity investments at fair
value through profit or loss.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
ACCOUNTING POLICIES (continued)
2.9 Financial Assets (continued)
Unquoted investments are valued by the Directors using primary
valuation techniques such as recent transactions, last price or net
asset value.
Where the fair value of an equity investment cannot be estimated
reliably, such as investments in unquoted companies, fair value is
based on cost less any impairment charges. In this case impairment
charges are recognised in profit or loss. The Group assesses at
each period end date whether there is any objective evidence that a
financial asset or group of financial assets classified as
available-for-sale has been impaired.
Loans and Receivables
Receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market.
After initial recognition, these are measured at amortised cost
using the effective interest method, less provision for impairment.
Discounting is omitted where the effect of discounting is
immaterial. The Group's cash and cash equivalents, trade and other
receivables fall into this category of financial instruments. In
relation to the Company, loans to and from subsidiaries are also
recognised within this category of financial instruments.
Individually significant receivables are considered for
impairment when they are past due or when other objective evidence
is received that a specific counterparty will default on
payment.
Other financial assets are also classified within the loans and
receivables category.
Impairment of Financial Assets
The Group and Company assesses at the end of each reporting
period whether there is objective evidence that a financial asset
is impaired. For equity investments classified as
available-for-sale, a significant or prolonged decline in the fair
value of the security below its cost is evidence that the assets
are impaired. If any such evidence exists for available-for-sale
financial assets, the cumulative loss - measured as the difference
between the acquisition cost and the current fair value, less any
impairment loss on that financial asset previously recognised in
profit or loss - is removed from equity and recognised in profit or
loss. Impairment losses recognised in profit or loss on equity
instruments are not reversed through profit or loss.
For loans and receivables, the amount of the loss is measured as
the difference between the asset's carrying amount and the present
value of estimated future cash flows discounted at the asset's
effective interest rate.
Impairment testing of available-for sale financial assets is
described in Note 4.
2.10 Other Current Assets
Crypto Tokens
Other current assets - Crypto Tokens are digital assets,
including tokens and cryptocurrency, which do not qualify for
recognition as cash and cash equivalents or financial assets, and
have an active market which provides pricing information on an
ongoing basis. Other current assets are initially measured at fair
value. Subsequently, digital assets are measured at fair value.
Gains and losses on measurement are recognised directly in profit
or loss. Where a digital asset is disposed of, the cumulative gain
or loss previously recognised in other comprehensive income is
reclassified to profit or loss. Digital assets are included in
current assets as management intends to dispose of them within 12
months of the end of the reporting period.
Rights to Future Tokens
Projects and entities looking to launch a blockchain network or
product make use of agreements such as a 'Simple Agreement for
Future Tokens' ('SAFT') to attract early-stage investors and lock
in funding from interested parties. A SAFT is an early-stage
investment, where the investor provides upfront funding to a
project in exchange for an entitlement to receive a variable number
of digital assets or tokens in the future upon a successful launch
of the respective project. The number of digital assets or tokens
is usually detailed in the agreement but can vary,
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
ACCOUNTING POLICIES (continued)
impacting the determination of the accounting treatment. Factors
to consider include (but are not limited to) the characteristics
and features that the digital asset or tokens will have, and the
rights to which the future holders will be entitled.
The Rights to Future Tokens in the Group consist of such
agreements for future tokens and are accounted for at cost less
impairment. When such rights crystalise and result in the receipt
of the tokens in question, these assets will be recognsied as
Crypto Tokens and measured at fair value.
2.11 Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand and current and
deposit balances at banks with maturities of three months or less
from inception.
2.12 Current and Deferred Taxation
The tax expense represents the sum of the tax currently payable
and deferred tax. The liability for current tax is calculated using
tax rates and laws that have been enacted or substantively enacted
by the reporting date.
Deferred tax is the tax expected to be payable or recoverable on
temporary differences between the carrying amounts of assets and
liabilities in the group or parent company financial statements and
the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability
method.
Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences
can be recognised. Such assets and liabilities are not recognised
if the temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
Deferred tax is calculated at the tax rates and laws that are
expected to apply in the period when the liability is settled, or
the asset is recognised based on tax laws and rates that have been
enacted at the reporting date. Deferred tax is charged or credited
in the income statement, except when it relates to items charged or
credited in other comprehensive income, in which case the deferred
tax is also dealt with in other comprehensive income.
2.13 Financial liabilities
Financial liabilities are recognised when the Group and Company
becomes party to the contractual provisions of the instrument and
are initially measured at fair value. They are de-recognised when
extinguished, discharged, cancelled or expired.
The Group's and Company's financial liabilities comprise trade
and other payables.
Trade and other payables are recognised initially at their fair
value and subsequently measured at amortised cost using the
effective interest rate method, less settlement payments.
2.14 Equity
An equity instrument is any contract that evidences a residual
interest in the assets of the Company after deducting all of its
liabilities. Equity instruments issued by the Company are recorded
at the proceeds received net of direct issue costs.
The share premium account represents premiums received on the
initial issuing of the share capital. Any transaction costs
associated with the issuing of shares are deducted from share
premium, net of any related income tax benefits.
The share capital account represents the amount subscribed for
shares at nominal value. Since the Company's shares have a GBPNil
par value, no amounts are credited to share capital and all amounts
received on the initial issuing of shares are credited to the share
premium.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
ACCOUNTING POLICIES (continued)
Treasury shares represent the cost of the Company's investment
in its own shares.
Other reserves represent the accumulated fair value adjustments
on other current assets that are not permanently impaired.
Share option reserve represents the fair values of share options
and warrants granted.
Retained earnings/(deficit) include all results as disclosed in
the statement of comprehensive income.
2.15 Share Based Payments
The Group makes payments to third parties through share-based
schemes, under which the entity receives services from third party
suppliers as consideration for equity instruments (shares, options
and warrants) of the Group. The Group may also issue warrants to
share subscribers as part of a share placing. The fair value of the
equity-settled share based payments is recognised as an expense in
the income statement or charged to equity depending on the nature
of the service provided or instrument issued.
The total amount to be expensed or charged in the case of
options is determined by reference to the fair value of options
granted:
-- Including any market performance conditions;
-- Excluding the impact of any service and non-market
performance vesting conditions (for example,profitability or sales
growth targets, or remaining an employee of the entity over a
specified time period); and
-- Including the impact of any non-vesting conditions (for
example, the requirement for employees to save).
In the case of shares and warrants, the amount charged to the
share premium account is determined by reference to the fair value
of the services received.
2.16 Revenue
Revenue comprises the fair value of the consideration received
or receivable for consultancy and advisory services provided,
excluding VAT and relevant sales taxes.
Revenue is recognised for services when the Group has satisfied
its contractual performance obligation in respect of the services.
The amount recognised for the services performed is the
consideration that the Group is entitled to for performing the
services provided. Consultancy and advisory services are recognised
over time whereas success fees on completion of a Token Generation
Event are recognised at a point in time.
The majority of contracts for services and success fees are for
a fixed number of tokens and cryptocurrency, which equates to the
fair value of services provided. Revenue is recorded at the token
or cryptocurrency rate as quoted on the date the performance
obligation is fulfilled.
2.17 Leases
Payments associated with short-term leases and all leases of
low-value assets are recognised on a straight-line basis as an
expense in profit or loss. Short-term leases are leases with a
lease term of 12 months or less.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
3. Financial Risk Management
3.1 Financial Risk Factors
The Group's activities expose it to a variety of financial risks
being market risk (including interest rate risk, and currency
risk), credit risk, and liquidity risk. The Group's overall risk
management programme focuses on the unpredictability of financial
markets and seeks to minimise potential adverse effects on the
Group's financial performance.
Market Risk i. Foreign currency risks
At 31 December 2022, management maintained the majority of the
Group's cash assets in sterling bank accounts to minimise foreign
currency risk. The Company will continue to hold any significant
cash assets in sterling.
In respect of investments, management believes that the foreign
currency risk is a far lower risk than the market risk and do not
currently actively look to manage foreign currency risk arising
from investments.
The Directors will continue to assess the effect of movements in
exchange rates on the Group's financial operations and initiate
suitable risk management measures where necessary. ii. Interest
Rate Risk
Interest rate risk is the risk that the value of a financial
instrument or cash flows associated with the instrument will
fluctuate due to changes in market interest rates. As the Group has
no borrowings, it is not exposed to interest rate risk on financial
liabilities. The Group's interest rate risk arises from its cash
held on short-term deposit, and from the provision of convertible
loans, which are not significant. iii. Price Risk
The Group is exposed to equity securities price risk because of
investments held and classified in the Statement of Financial
Position as financial assets through profit or loss. To manage its
price risk arising from investments in equity securities, the Group
could diversify its portfolio. However, given the size of the
Group's operations, the costs of managing exposure to securities
price risk exceed any potential benefits. In addition, the Group is
exposed to high levels of price volatility in cryptocurrency and
tokens. The Group currently seeks to manage price volatility risk
by actively monitoring its portfolio of digital assets. The
Directors will revisit the appropriateness of these policies should
the Group's operations change in size or nature. The Group has no
exposure to commodity price risk.
Credit Risk
Credit risk is the risk of loss associated with counterparty's
inability to fulfil its payment obligations. The Group's credit
risk is attributable to cash and cash equivalents and trade and
other receivables. The credit risk on cash is limited because the
Group invests its cash in deposits with well-capitalised financial
institutions with strong credit ratings. The Group's exposure to
credit risk is reduced as it deals with less new clients and more
established clients.
Liquidity Risk
The Group's approach to managing liquidity risk is to ensure
that it will have sufficient liquidity to meet liabilities when
due. As at 31 December 2022 the Group had unrestricted cash of
GBP667,816 to settle trade and other payables of GBP121,836. Most
of these accounts payable have contractual maturities of less than
30 days and are subject to normal trade terms.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
3.2 Fair Value Estimation
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to
sell the asset or transfer the liability takes place either:
· In the principal market for the asset or liability; or
· In the absence of a principal market, in the most advantageous
market for the asset or liability
The principal or the most advantageous market must be accessible
by the Group.
The fair value of an asset or a liability is measured using the
assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their
economic best interest.
A fair value measurement of a non-financial asset takes into
account a market participant's ability to generate economic
benefits by using the asset in its highest and best use or by
selling it to another market participant that would use the asset
in its highest and best use.
The Company uses valuation techniques that are appropriate in
the circumstances and for which sufficient data are available to
measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or
disclosed in the financial statements are categorised within the
fair value hierarchy, described as follows, based on the lowest
level input that is significant to the fair value measurement as a
whole:
· Level 1 - Quoted (unadjusted) market prices in active markets
for identical assets or liabilities
· Level 2 - Valuation techniques for which the lowest level
input that is significant to the fair value measurement is directly
or indirectly observable
· Level 3 - Valuation techniques for which the lowest level
input that is significant to the fair value measurement is
unobservable
For assets and liabilities that are recognised in the financial
statements on a recurring basis, the Company determines whether
transfers have occurred between levels in the hierarchy by
re-assessing categorisation (based on the lowest level input that
is significant to the fair value measurement as a whole) at the end
of each reporting period.
For the purpose of fair value disclosures, the Company has
determined classes of assets and liabilities on the basis of the
nature, characteristics and risks of the asset or liability and the
level of the fair value hierarchy, as explained above.
The following table presents the Group's assets and liabilities
that are measured at fair value at 31 December 2022 and 2021:
Level 1 Level 2 Level 3 Total
GBP GBP GBP GBP
Assets
Financial assets at fair value through profit or loss
- Equity holdings - - 2,136,097 2,136,097
Other current assets
-Tokens - 478,210 - 478,210
-Rights to Future Tokens - - 475,285 475,285
-Collectible stamps - 48,664 - 48,664
Total assets at 31 December 2022 - 562,874 2,611,382 3,138,256
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
3.2 Fair Value Estimation (continued)
Level 1 Level 2 Level 3 Total
GBP GBP GBP GBP
Assets
Financial assets at fair value through profit or loss
- Equity holdings - - 2,238,596 2,238,596
Other current assets
-Tokens - 2,172,762 - 2,172,762
-Collectible stamps - 48,862 - 48,862
Total assets at 31 December 2021 - 2,221,623 2,238,596 4,460,219
Movements in financial assets at fair value through profit or
loss are disclosed in Note 9 to the Financial Statements.
All financial assets are in unlisted securities, and many are in
companies which are pre-revenues.
Movements in other current assets for the year ended 31 December
2022 are disclosed in Note 14 to the Financial Statements. A level
2 hierarchy has been attributed to tokens as the traded exchanges
are directly derived from the active market for Ether and Bitcoin
exchanges.
There were no transfers between levels during the year.
The Group recognises the fair value of financial assets at fair
value through profit or loss at the cost of investment unless:
-- There has been a specific change in circumstances which, in
the Group's opinion, has permanently impairedthe value of the
financial asset. The asset will be written down to the impaired
value;
-- There has been a significant change in the performance of the
investee compared with budgets, plans ormilestones;
-- There has been a change in expectation that the investee's
technical product milestones will be achievedor a change in the
economic environment in which the investee operates;
-- There has been an equity transaction, subsequent to the
Group's investment, which crystallises avaluation for the financial
asset which is different to the valuation at which the Group
invested. The asset'svalue will be adjusted to reflect this revised
valuation; or
-- An independently prepared valuation report exists for the
investee within close proximity to thereporting date.
3.3 Capital Risk Management
The Group's objectives when managing capital are to safeguard
the entity's ability to continue as a going concern, so that it can
continue to develop and support its interests in cryptocurrency and
blockchain technology products and services and provide returns for
shareholders and benefits for stakeholders.
The Group actively and regularly reviews and manages its capital
structure to ensure an optimal capital structure and equity holder
returns, taking into consideration the future capital requirements
of the Group and capital efficiency, prevailing and projected
profitability, projected operating cash flows, projected capital
expenditures and projected strategic investment opportunities.
Management regards total equity as capital and reserves, for
capital management purposes.
The Group sets the amount of capital in proportion to risk. The
Group manages the capital structure and makes adjustments to it in
the light of changes in economic conditions and the risk
characteristics of the underlying assets. In order to maintain or
adjust the capital structure, the Group may adjust the number of
dividends paid to shareholders, return capital to shareholders,
issue new shares or sell assets.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
3.2 Fair Value Estimation (continued)
The Group considers its capital to include share capital and
share premium. Net cash comprises cash and cash equivalents only as
there is no debt held.
4. Critical Accounting Estimates and Judgements
The preparation of the Group and Company Financial Statements in
conformity with IFRS requires the use of estimates and assumptions
that affect the reported amounts of assets and liabilities, at the
date of the financial information and the reported amounts of
revenue and expenses during the reporting period. Although these
estimates are based on management's best knowledge of the amounts,
events or actions, actual results ultimately may differ from these
estimates.
Estimates and judgments are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
Significant items subject to such estimates and assumptions
include, but are not limited to: i. Fair Value Measurement
On acquisition, investments are valued at cost as this is deemed
to be the fair value. Subsequent to this, management uses valuation
techniques and other relevant information to determine the fair
value of financial instruments (where active market quotes are not
available) and non-financial assets. This involves developing
estimates and assumptions consistent with how market participants
would price the instrument. Management bases its assumptions on
observable data as far as possible, but this is not always
available. In that case management uses the best information
available. Estimated fair values may vary from the actual prices
that would be achieved in an arm's length transaction at the
reporting date. ii. Share Based Payments
Estimating fair value for share based payment transactions
requires determination of the most appropriate valuation model,
which is dependent on the terms and conditions of the grant of
share options and warrants. This estimate also requires
determination of the most appropriate inputs to the valuation model
including the expected life, volatility and dividend yield and
making assumptions about them.
Critical judgements in applying the Group's accounting policies
include, but are not limited to:
(i) Assessment of Control and Significant Influence
Where the proportion of equity held in an investment is near or
above 20%, the Directors consider carefully whether the Group has
significant influence over the entity. The Directors consider the
percentage of equity held, representation on the Board and the
extent to which they are actually involved with management of the
entity and their ability to change the percentage of equity held/
influence management in the future. Where management believes that
the Group exerts significant influence over an investment, the
investment will be considered an associate investment and equity
accounted in the Financial Statements.
In the case of many of the investments acquired from Seedcoin
Limited, Coinsilium Group Limited has agreed not to exercise its
rights as a shareholder to influence the operation of the
investees' businesses for the first twelve months after it acquired
an interest in the investment. These agreements override any
potential rights to exert significant influence or control these
businesses, either as shareholder or through the appointment of
Directors. Accordingly, the Directors have concluded these
investments should be classified as financial assets at fair value
through profit or loss as the Group has agreed and is legally bound
not to exert any significant influence or control over these
investments.
Following the lapse of the 12-month period over which the Group
is legally bound not to appoint a director to the Board, or to
influence strategic or operational policy over the investee, the
Group may henceforth be required to reclassify some or all of these
investments as either associates or subsidiaries as may be the case
considering the situation at the time.
(ii) Impairment of Financial Assets
Financial assets at fair value through profit or loss have a
carrying value of GBP2,122,974 at 31 December 2022.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
4 Critical Accounting Estimates and Judgements (continued)
The Group follows the guidance of IFRS 9 to determine when a
financial asset is impaired. This determination requires
significant judgement. In making this judgement, the Group
evaluates, among other factors, the duration and extent to which
the fair value of an investment is less than its cost, and the
financial health of, and short-term business outlook for, the
investee, including factors such as industry and sector
performance, changes in technology and operational, financing cash
flow and proposed fundraising.
5. Segmental Reporting
The Directors how determined that the Group operates three
distinct business segments over multiple geographical areas and
that these three segments form the basis of Group performance
monitoring; Investing activities, Advisory activities and Corporate
activity.
The Group generated revenue of GBP211,523 during the year ended
31 December 2022 (2021: GBP529,812). The Company generated revenue
of GBP115,000 during the year ended 31 December 2022 (2021:
GBP355,182).
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
Investing Advisory Corporate Total
2022
GBP GBP GBP GBP
Revenue 121,000 90,523 - 211,523
Cost of Sales - - - -
Administrative expenses - (255,313) (681,618) (936,931)
Finance income - - 100 100
Forex gain or (loss) 171,835 - 1,481 173,316
Profit/(loss) from operations per reportable segment 292,835 (164,790) (680,037) (551,992)
Gains on other current assets (1,289,903) - - (1,289,903)
Impairment of financial assets at fair value through profit or loss
(273,292) - - (273,292)
Investment income 13,123 - - 13,123
Share of Associate loss for the year 44,769 - - 44,769
Profit before tax (1,212,147) (164,790) (680,037) (2,056,974)
Additions to non-current assets - - 1,386 1,386
Disposals of non-current assets - - - -
Reportable segment assets 5,482,215 (753,057) (789,602) 3,939,556
Reportable segment liabilities 99,956 32,001 12,882 144,839
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
5. Segmental Reporting (continued)
Investing Advisory Corporate Total
2021
GBP GBP GBP GBP
Revenue 13,679 516,133 - 529,812
Cost of Sales (5,628) - - (5,628)
Administrative expenses - (248,509) (1,444,532) (1,693,041)
Finance income - - 12 12
Forex gain or (loss) - - (35) (35)
Profit/(loss) from operations per reportable segment 8,050 267,624 (1,444,555) (1,168,880)
Gains on other current assets 1,521,878 - - 1,521,878
Net fair value gains/(losses) on financial assets at fair value through (554,892) - - (554,892)
profit or loss
Gain on disposal of treasury shares - - 260,438 260,438
Share of Associate loss for the year (44,769) - - (44,769)
Finance costs - - - -
Profit before tax 930,266 267,624 (1,184,117) 13,774
Additions to non-current assets - - 2,264 2,264
Disposals of non-current assets - - - -
Reportable segment assets 7,320,442 (396,084) (750,725) 6,173,633
Reportable segment liabilities 258,307 40,262 37,036 335,605 COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
6. Expenses by Nature
Group
2022 2021
GBP GBP
Consultancy fees 129,751 37,633
Directors' remuneration (note 20) 316,447 481,102
Staff and subcontractor costs 19,603 8,328
Share based payments 13,663 663,401
Bad debts 23,313 -
Depreciation 870 755
Fees payable to Company's auditor 34,355 30,951
Property costs 39,680 43,048
Marketing and promotional 125,562 210,876
Legal and professional 211,517 166,359
Other expenses including foreign exchange 22,170 50,588
Total cost of sales and administrative expenses 936,931 1,693,041
7. Intangible Assets
Group Company
Trademarks Trademarks
GBP GBP
Cost
As at 31 December 2021 3,720 1,860
As at 31 December 2022 3,720 1,860
The intangible assets comprise two trademarks purchased for
TerraStream and Tokenomix.
8. Property, Plant and Equipment
Group Company
Office Equipment Office Equipment
GBP GBP
Cost
As at 31 December 2021 4,087 -
Additions during the year 1,386 -
As at 31 December 2022 5,473 -
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
8. Property, Plant and Equipment (continued)
Group Company
Office Equipment Office Equipment
GBP GBP
Depreciation
As at 31 December 2021 2,578 -
Charge for the year 870 -
As at 31 December 2022 3,448 -
Net book value as at 31 December 2021 1,509 -
Net book value as at 31 December 2022 2,025 -
9. Financial assets at fair value through profit or loss
The Group classifies equity investments for which the Group has
not elected to recognise fair value gains and losses through other
comprehensive income as financial assets at fair value through
profit or loss (FVPL).
Unlisted Unlisted Security Unlisted Security Unlisted Unlisted Security
Security Asia United Kingdom Rest of Europe Security Rest of World Total
Americas
GBP GBP GBP GBP GBP GBP
At 1 January 1,484,588 501,530 85,680 - 166,798 2,238,596
2022
Additions - 13,123 - - - 13,123
Disposals - - (11,548) - - (11,548)
Impairment (273,292) - - - - (273,292)
Fair value - - - - - -
movement
Foreign
exchange 141,508 - 8,526 - 19,184 169,218
movement
At 31 December 1,352,804 514,653 82,658 - 185,982 2,136,097
2022
At 31 December 2022, the Group and Company owns unlisted shares
in:
-- StartupToken Pte. Ltd., a company incorporated in
Singapore;
-- Elevate Limited, a company incorporated in Gibraltar;
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
9. Financial assets at fair value through profit or loss
(continued)
-- Coin-Dash Ltd, a company incorporated in Israel;
-- Indorse Pte. Ltd., a company incorporated in Singapore;
and
-- Greengage Global Holding Ltd, a company incorporated in
UK.
Financial assets at fair value through profit or loss are
denominated in the following currencies:
2022 2021
GBP GBP
UK Pound 875,558 1,096,531
Euro 82,658 85,680
US Dollar 185,981 166,798
Singapore Dollar 991,899 889,587
Total 2,136,097 2,238,596
10. Investments in Subsidiary Undertakings
Company
2022 2021
GBP GBP
Shares in Group Undertakings
At 1 January 1,644,333 1,644,333
At 31 December 1,644,333 1,644,333
Loans to subsidiary undertakings 2,223,280 1,580,369
Impairment of loan (453,321) (794,703)
Total 3,414,292 2,429,999
Loans payable to subsidiary undertakings - -
Total - -
Investments in Group undertakings are stated at cost, which is
the fair value of the consideration paid.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
10. Investments in Subsidiary Undertakings (continued)
Details of Subsidiary Undertakings
Name of subsidiary Place of Parent company Registered Share capital Principal activities
business capital held
Coinsilium Limited United Coinsilium Group Ordinary shares 100% Advisory services
Kingdom Limited GBP0.0001
Seedcoin Limited Gibraltar Coinsilium Group Ordinary shares 100% Investment
Limited GBPNil
Nifty Labs Limited Gibraltar Coinsilium Group Ordinary shares 100% Venture building for NFT and Web3
Limited GBP1,000 related activities
Coinsilium Gibraltar Coinsilium Group Ordinary shares 100% Blockchain advisory and venture
Gibraltar Limited Limited GBP1,000 activities
The registered office address of Coinsilium Limited is Salisbury
House, London Wall, London, England, EC2M 5PS.
The registered office address of Seedcoin Limited is Portland
House, Glacis Road, Gibraltar.
The registered office address of Nifty Labs Limited is Portland
House, Glacis Road, Gibraltar.
The registered office address of Flowstone Capital Limited is
5-9 Main St, Gibraltar.
The registered office address of Flowstone Management Limited is
5-9 Main St, Gibraltar.
The registered office address of Coinsilium Gibraltar Limited is
Portland House, Glacis Road, Gibraltar.
11. Investments in Associates - Group and Company
2022 2021
GBP GBP
At the beginning of the year - -
Additions at cost - 44,769
Share of associate's Profit / (loss) for the year - (44,769)
At the end of the year - -
During the prior year the Group entered into a Joint Venture
agreement with IOV Labs for a 50% interest in the IOV Labs Asia
project. Amounts in the prior year totalling GBP44,769 were
recognised as additions to the cost of this Joint Venture project
and subsequently written down as the Group's recognition of the
Joint Venture's loss for the year. However, as these amounts relate
to expenditure undertaken on behalf of the Joint Venture against a
loan payable to the Joint Venture for receipt of advanced funds,
rather than against the cost of investment, recognition of these
amounts as a cost of investment and subsequent share of the Joint
Venture loss was in error. As the amounts are not material, this
charge in the prior year has been reversed in the current year,
resulting in a credit to profits for the year of GBP44,769 and a
reduction in the loan payable of the same amount.
As the Group does not exercise control of the Joint Venture, it
accounts for this investment as an associate and applies equity
accounting.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
12. Trade and Other Receivables
Group Company
2022 2021 2022 2021
GBP GBP GBP GBP
Trade receivables 25,601 38,032 - 11,432
VAT receivable 1,510 2,018 - 2,018
Prepayments and accrued income 50,148 93,563 16,227 28,872
Other receivables 50,480 60,680 50,479 58,364
127,739 194,294 66,706 100,685
The fair value of all trade and other receivables is the same as
their carrying values stated above.
The carrying amounts of the Group and Company's trade and other
receivables are denominated in the following currencies:
Group Company
2022 2021 2022 2021
GBP GBP GBP GBP
GBP 127,739 182,861 66,701 89,254
EUR - 11,432 - 11,432
The maximum exposure to credit risk at the reporting date is the
carrying value of each class of receivable mentioned above. The
Group does not hold any collateral as security.
13. Cash and Cash Equivalents
Group Company
2022 2021 2022 2021
GBP GBP GBP GBP
Cash at bank 667,816 1,513,892 560,261 1,233,936
14. Other Current Assets
Rights to Future Tokens Digital assets and tokens Crypto Stamps Total
GBP GBP GBP GBP
At 1 January 2020 - 918,376 27,000 945,376
Additions - - 27,490 27,490
Disposals - (420,756) (5,628) (426,384)
Impairment - (319,045) - (319,045)
Gain on token value - 151,214 - 151,214
Fair value movement - 1,842,792 - 1,842,792
At 31 December 2021 - 2,172,762 48,862 2,221,623
Additions 472,668 - - 472,668
Disposals - (404,969) (198) (405,167)
Impairment - (1,355,044) - (1,355,044)
Unrealsied gain on token value - 65,461 - 65,461
Foreign exchange movements 2,617 - - 2,617
At 31 December 2022 475,285 478,210 48,664 1,002,159 COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
14. Other Current Assets (continued)
The net impairment of digital asset tokens in the year of
GBP1,289,582 comprises the above figures for "impairment" and
"unrealised gain on token value".
Other current assets are digital assets, including tokens, the
rights to future tokens and cryptocurrency, which do not qualify
for recognition as cash and cash equivalents or financial assets,
and which have an active market which provides pricing information
on an ongoing basis.
Breakdown of digital assets:
Token name Number of tokens Platform traded on Valuation as of 31 December 2022
Bitcoin BTC 19.63 - GBP268,439
Ether ETH 119.135 - GBP117,843
MINTY MINTY 900,000 Sushi Nil
Indorse IND 5,349,895 HitBTC, Uniswap GBP12,311
MANA MANA 27,789 Binance, Coinbase, Kraken, Kucoin GBP6,817
RIF RIF 40,663 Bitfinex, Binance GBP1,387
NFTs 760 OpenSea GBP63,814
Sandbox SAND 23,643 Binance, Kucoin, Bithumb GBP7,598
Total tradable tokens: GBP478,210
Crypto stamps Total crypto stamps GBP48,664
rights to future tokens
YELLOW GBP165,317
SILTA GBP61,993
METALINQ GBP165,316
GGS GBP82,658
Total future tokens GBP475,284
Total Other Current Assets GBP1,002,159
15. Trade and Other Payables
Group Company
2022 2021
2022 2021
GBP GBP
GBP GBP
Trade payables 27,927 15,306 10,661 5,203
Other taxation and social security 23,417 6,929 - -
Accrued expenses 52,434 75,745 30,215 19,597
Other payables 41,061 237,625 39,438 233,471
144,839 335,605 80,314 258,271
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
16. Financial Instruments
Group Company
2022 2021 2022 2021
GBP GBP GBP GBP
Financial Assets
Financial assets at amortised cost
Trade and other receivables 127,739 194,293 66,706 100,686
Cash and cash equivalents 667,816 1,513,892 560,261 1,233,936
Other financial assets - - - -
Financial assets at fair value through profit or loss
Investments at FVTPL 2,136,097 2,238,596 360,905 595,001
Other current assets 1,002,159 2,221,623 478,211 2,172,762
3,933,811 6,168,405 1,466,083 4,102,383
Group Company
2022 2021
2022 2021
GBP GBP
GBP GBP
Financial Liabilities
Liabilities at amortised cost - - - -
Trade and other payables 144,839 335,605 80,314 258,271
144,839 335,605 80,314 258,271
17. Share Capital and Premium
Issued share capital
Ordinary shares Share premium Total
Group and Company Number of shares
GBP GBP GBP
As at 1 January 2021 153,098,234 - 6,949,974 6,949,974
Warrants exercised on 2nd March 2021 5,500,000 - 247,500 7,197,474
Share options exercised on 18th March 2021 750,000 - 67,500 7,264,974
Shares issued 5th May 2021 15,400,000 - 1,080,000 8,344,974
As at 1 January 2022 174,748,234 - 8,344,974 8,344,974
As at 31 December 2022 174,748,234 - 8,344,974 8,344,974
Treasury shares
During the prior year, on 5th January 2021, Dynamic Investors
acquired 450,000 of treasury shares at 4.5p per share. In April
2021 there was a further sale of 100,000 treasury shares at 18.5
per share, followed by a sale of remaining 4,580,000 shares at 10p
per share on 17th November 2021, leaving Nil shares as at 31
December 2021.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
18. Other Reserves
Group Company
2022 2021 2022 2021
GBP GBP GBP GBP
Share option reserve 677,064 681,061 677,064 681,061
677,064 681,061 677,064 681,061
The movement in Share options reserve in the year arrises on the
recycling into retained earnings of the fair value of options which
lapsed in the year.
19. Share Options and Warrants
Movements in the number of share options and warrants
outstanding and their related weighted average exercise prices are
as follows:
2022 2021
Weighted average exercise
Number Weighted average exercise price GBP
price GBP
Number
At 1 January 36,350,000 0.082 16,750,000 0.09
Granted - options - - 5,700,000 0.113
Granted - warrants - - 20,900,000 0.142
Lapsed - options (9,750,000) (0.114) (750,000) (0.105)
Exercised - options - - (750,000) (0.09)
Exercised - warrants - - (5,500,000) (0.045)
Outstanding at 31 December 26,600,000 0.136 36,350,000 0.082
Exercisable at 31 December 26,600,000 0.136 33,350,000 0.089
Share options outstanding and exercisable at the end of the year
have the following expiry dates and exercise prices:
Expiry Date Exercise Price (GBP per share) 2022 Exercise Price (GBP per share) 2021
18 December 2022 - Options - - 0.09 4,500,000
18 December 2022 - Options - - 0.135 5,250,000
2 March 2023 - Warrants 0.12 5,500,000 0.12 5,500,000
25 May 2023 - Warrants 0.15 15,400,000 0.15 15,400,000
22 July 2026 - Options 0.09 2,850,000 0.09 2,850,000
22 July 2026 - Options 0.135 2,850,000 - -
0.136 26,600,000 0.089 33,500,000
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2021
19. Share Options and Warrants (continued)
Range of exercise Number of Weighted average remaining life Weighted average remaining life
prices Shares (expected) years (contracted) years
GBP0.09 2,850,000 3.56 3.56
GBP0.12 5,500,000 0.17 0.17
GBP0.135 2,850,000 3.56 3.56
GBP0.15 15,400,000 0.40 0.40
20. Employees
The Group had no full time employees and four Directors in the
period. Details of Directors' remuneration are disclosed in Note
21.
21. Directors' Remuneration
All Directors are considered to be key management personnel.
Total
Short Term Employee Benefits GBP Non Employment Fees GBP Token bonuses GBP
GBP
Executive Directors
Eddy Travia 72,200 97,031 - 169,231
Malcolm Palle 165,000 - - 165,000
Non-Executive Directors
Federica Velardo 38,636 - - 38,636
Wayne Almeida 38,000 - - 38,000
At 31 December 2022 313,836 97,031 - 410,867
The above amounts are stated net of employers' national
insurance contributions totalling GBP2,610.
Total
Short Term Employee Benefits GBP Token bonuses GBP
GBP
Executive Directors
Eddy Travia 184,083 - 184,083
Malcolm Palle 173,283 - 173,283
Non-Executive Directors
Tony Sarin 14,900 - 14,900
Craig Brown 52,417 - 52,417
Federica Velardo 35,625 - 35,625
Wayne Almeida 14,717 - 14,717
At 31 December 2021 475,025 - 475,025
The above amounts are stated net of employers' national
insurance contributions totalling GBP6,077.
No pension benefits are provided for any Director.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2021
22. Auditors Remuneration
During the year, the Group obtained the following services from
the auditor:
Group
2022 2021
GBP GBP
Fees payable to the auditor for the audit of the Group and Company - Statutory audit services
36,000 22,000
Fees payable to the auditor for the audit of the Group and Company - Non audit services 5,755 -
41,755 22,000
Fees payable to the auditor in the year for statutory audit
services includes GBP7,400 in fees agreed post the finalisation of
the results for the year and not accrued in these financial
statements due to being beneath materiality.
23. Finance Income / Costs
Group
2022 2021
GBP GBP
Finance income - bank interest and interest on convertible loan notes 100 12
Finance costs - -
24. Taxation
Group
2022 2021
GBP GBP
Current tax - -
Deferred tax - -
Tax charge/(credit) - -
Group
2022 2021
GBP GBP
Profit before tax (2,056,974) 13,774
Tax on BVI profit of GBP.... @ 0% -
-
Tax on UK loss of GBP.. @ 19% 21,176
6,977
Tax losses carried forward on which no deferred tax asset is recognised
(6,977) (21,176)
Tax charge/(credit) - -
No charge to taxation arises due to the tax rate of 0% in BVI
and the losses incurred in the UK.
The Company has UK tax losses of approximately GBP1,728,294
available to carry forward against future taxable profits. A
deferred tax asset has not been recognised because of uncertainty
over future taxable profits against which the losses may be
utilised.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
25. Earnings per Share
Group
The calculation of basic earnings per share of GBP(0.0177) is
based on the loss attributable to equity owners of the parent
company of GBP(2,056,974) and on the weighted average number of
ordinary shares of 174,748,234 in issue during the period.
In accordance with IAS 33, basic and diluted earnings per share
are identical as no share options or warrants were in the money
based on the average share price throughout the year.
26. Commitments
The Group leases office premises under the short-term operating
lease agreement. The future aggregate minimum lease payments under
the short-term operating lease are as follows:
Group Company
2022 2021 2022 2021
GBP GBP GBP GBP
Not later than one year 18,468 17,940 - -
Between 1 and 5 years 13,851 -
Total lease commitment 32,319 17,940 - -
27. Related Party Transactions
Loan from Coinsilium Group Limited to Seedcoin Limited
As at 31 December 2022 there were amounts receivable outstanding
from Seedcoin Limited of GBP804,649 (2021: GBP347,213). No interest
was charged on the loan.
Loan from Coinsilium Group Limited to Coinsilium Limited
As at 31 December 2022 there were amounts receivable of
GBP453,321 (2021: GBP491,303) from Coinsilium Group Limited,
against which a provision for 100% of amounts receivable has been
recognised. No interest was charged on the loan.
Loan from Coinsilium Group Limited to Nifty Labs Limited
As at 31 December 2022 there were amounts receivable of
GBP160,186 (2021: GBP140,068) from Nifty Labs Limited. No interest
was charged on the loan.
Loan from Coinsilium Group Limited to Coinsilium Gibraltar
Ltd
As at 31 December 2022 there were amounts receivable of
GBP805,124 (2021: GBP601,785) from Coinsilium Gibraltar Ltd. No
interest was charged on the loan.
Transactions with Indorse
During the year, management fees totalling GBP97,031 (2021: Nil)
were incurred from Indorse Ltd for the provision of services from
Eddy Travia. These amounts have been included in the directors
remuneration disclosures in note 21 to these financial
statements.
All intra-group transactions are eliminated on
consolidation.
28. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling
party.
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
29. Events after the Reporting Date
Since the end of the reporting period:
On 27 April 2023, the Company issued an additional 17,209,999
additional ordinary shares to new and existing shareholders in a
private placing at 1.5 pence per share, raising total proceeds of
GBP258,150 before costs. In addition, one warrant to subscribe for
ordinary shares at 3 pence per share were issued for each share
subscription, resulting in a total of 17,209,999 warrants being
issued, exercisable over a two-year period.
14 March 2023 - Coinsilium entered into a 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.
19 May 2023 - Coinsilium reported that the acquisition of the
Tokenomi Web3 advisory service business had now completed and
Tokenomi's owner and managing director, Alexis Nicosia, has joined
Coinsilium's Advisory Team. Furthermore, Tokenomi's advisory client
book currently consists of seven retained Web3 blockchain project
clients, including three additional deals closed since the
announcement of signed Heads of Terms on 14 March 2023, with a
prospective pipeline of ten further project clients as at the date
of this announcement. With the addition of these three new
agreements, based on the agreed terms, projected revenues from all
signed Tokenomi advisory service agreements to date can now be
expected to reach up to USD1,268,400 (GBP1,018,005) over the next
12 to 24 months, subject to those clients successfully completing
their TGEs (Token Generating Events) within this period.
15 June 2023 - Coinsilium reported that Greengage had announced
a subscription of GBP1m, including the development that Greengage
has triggered the conversion of noteholders' convertible loan notes
into ordinary A shares. With the conversion of the principal and
interest of its GBP200,000 Loan Notes, Coinsilium will receive a
total of 11,094 Greengage A Shares: 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
GBP19.24 per share, calculated on the basis of a 20% discount on
the full price of GBP24.05 per share which is the price applied to
the conversion of accrued interest.
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 and valid for two years.
Further to the above, Coinsilium announced that it was
participating in the equity subscription round, purchasing 1,039 A
shares for GBP25,000 and receiving 860 warrants to subscribe for
new A shares at an exercise price of GBP28.87, exercisable for 2
years.
-----------------------------------------------------------------------------------------------------------------------
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.
-----------------------------------------------------------------------------------------------------------------------
ISIN: VGG225641015
Category Code: MSCM
TIDM: COIN
Sequence No.: 252106
EQS News ID: 1661309
End of Announcement EQS News Service
=------------------------------------------------------------------------------------
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