Final Results for the year ended 31 December 2021 Group Limited: DGAP

Coinsilium Group Limited (COIN)
Final Results for the year ended 31 December 2021 Group Limited:

20-Jun-2022 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
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COINSILIUM GROUP LIMITED

 

("Coinsilium" or the "Company")

 

20 June 2022

 

Final Results for the year ended 31 December 2021

 

 

 

STATEMENT OF THE BOARD OF DIRECTORS

 

Coinsilium Group Limited, the venture builder, investor and adviser to early-stage blockchain technology companies, is pleased to announce its Final Results for the year ended 31 December 2021.

 

Financial summary 

 

  • Revenue for the year of £529,812 vs £229,772 in the prior year, representing an increase of 130%
  • The net fair value loss on financial assets in 2021 was £407,264 compared to a gain of £565,713 in 2020
  • Total Comprehensive Gain of £16,143 compared to a gain of £661,139 in 2020*
  • Gain for the period from continuing operations £58,567 compared to a gain of £309,590 in 2020
  • Gain per share of 0.008 pence compared to a gain of 0.218 pence in 2020
  • Financial assets at fair value through profit or loss amounted to £2.24 m at 31 December 2021 (31 December 2020: financial assets at fair value through profit or loss of £2.29m)
  • As at 31 December 2021 cash and cash equivalents amounted to £1,513,892 (31 December 2020: £173,298)
  • Value of crypto assets held as at 31 December 2021 £2,172,762.

* Gain for the period includes gain in value of tokens over the period of £1,521,878.

 

The Directors do not recommend the payment of a dividend for the year ended 31 December 2021.

 

Operational summary

 

  • Coinsilium launched Nifty Labs, a Gibraltar based Non Fungible Tokens (NFT) technology development studio, in partnership with portfolio company Indorse
  • Early exercise of warrants by IOV Labs over 5,500,000 new ordinary shares in the Company at a price of 4.5p for a total consideration of GBP247,500.
  • Nifty Labs public beta ‘whitelabel’ NFT minter and marketplace software solution goes live on RSK testnet
  • Successful placing completed raising £1,155,000 (before expenses) to accelerate growth trajectory
  • Strategic investment completed in Greengage Global, a fully integrated financial services group which aims to bridge the traditional financial services space with the new digital innovations in cryptoassets and blockchain.
  • Portfolio company Indorse launches 3D Voxel NFT Project "BlockBots" and appoints Coinsilium as advisor
  • Sale of 4,580,000 ordinary shares of the Company from treasury to strategic investor at a price of 10p per share for a total amount of £458,000.

 

The Directors present their report, together with the Group Financial Statements and Auditor’s Report, for the year ended 31 December 2021. The comparative period is the year ended 31 December 2020.

 

Review of the Year

 

Coinsilium has now completed its seventh year as a listed company and following a strategic review of the Company’s operations, concluded in December 2020, the reporting period saw the Company successfully establishing the foundations for the business going forward as a focused venture builder, advisor and investor in the Open Finance (DeFi), NFT/Metaverse and Web3 space.

 

During the period, the Company successfully raised £1,470,000 through a private placement and subscription, together with warrant and option conversions, and additionally, a total of £496,440 was realised from the sale of the Company’s remaining Treasury shares; providing the business with a robust level of funding for its ongoing and future operational, growth and investment requirements.

 

Partnerships and Agreements

 

In March 2021, the Company also announced its first new venture in the NFT space, under a partnership with portfolio company Indorse, to establish Nifty Labs, an NFT development studio in Gibraltar. Later the same month it announced that Nifty Labs had commissioned the build of its first commercial product, an NFT Marketplace software solution, namely the ‘Nifty Marketplace’, which was delivered in public beta format on the RSK testnet by year-end, on time and within budget. Nifty Labs aims to commercialise the Nifty Marketplace as a ‘white-labelled’ Software as a Service (SaaS) business solution, targeting third-party brands, artists and other creatives, and is currently working with its legal team and commercial advisors in the preparation of the commercial licence

agreements and supporting documentation whilst addressing any outstanding Gibraltar-specific regulatory considerations.

 

In May 2021, Her Majesty's Government of Gibraltar and the Gibraltar Philatelic Bureau Limited issued a limited edition 2021 commemorative 'Cryptocurrency' postage stamp, tied to the release of a blockchain based Digital Collectible, or non-fungible token ("NFT") counterpart, exclusively produced by Coinsilium in collaboration with Vietnam-based RedFOX Labs Joint Stock Company ("RedFOX"). The project was designed as a low cost 'testbed' and commercial pilot which has provided the Company with valuable operational and market experience thus supporting its ongoing and future NFT related ventures and advisory work.

 

In July 2020 the Company announced the execution of a Joint Venture Agreement (“JVA”) between IOV Labs and Coinsilium to form a Joint Venture Company (“JVC”) in Singapore with the aim to promote and commercialise IOV's products, services and technologies, principally in the Asian markets. However, the Covid19-induced strict and broad travel restrictions imposed in Asia, and more particularly in Singapore, over the past two years have so far prevented the JVC from becoming fully operational as initially planned. In the interim, both parties have continued to collaborate under a mutually agreed ad-hoc arrangement, however, it is now recognised that the market has evolved significantly since the original scope of the JV was envisaged, and with this in mind, the parties are currently in the process of re-evaluating the original scope of the JV with a view to repositioning it to better reflect the parties individual and mutual strategic and commercial imperatives. A further announcement will be made to the market once the re-evaluation process has been concluded and its outcome is known.

 

Investments

 

In August 2021 the Company announced it had made an investment of £500,000 in Greengage Global Ltd (“Greengage”), through a combination of convertible debt and equity. Greengage is a fully integrated financial services group which aims to bridge the traditional financial services space with the new digital innovations in cryptoassets and blockchain. Greengage aspires to be the next generation of merchant bank, taking deposits from and making loans to small and medium-sized enterprises (SMEs) and with a focus on banking crypto asset companies. Should a full banking licence be secured this will allow them to provide a full suite of classic products and services across fiat currencies (£, €, $) and crypto asset classes.

 

Crypto-Asset Treasury

 

The period saw a marked increase in the value of the Company’s crypto asset treasury position which at year end stood at £2.173m, representing a gain of £1.522m for the year.

 

Regulatory News Releases

 

02 March 2021 - Coinsilium Group’s wholly owned Gibraltar subsidiary, Terrastream Limited ('TerraStream'),  enters into a Memorandum of Understanding ('MoU') with Indorse Pte. Ltd. ('Indorse'), a Singapore company in which Coinsilium holds a 10% equity interest, to form a Partnership or Joint Venture in order to launch a Non-Fungible Token ('NFT') technology development studio in Gibraltar. Indorse founder and CEO Gaurang Torvekar set to lead Nifty Labs tech team.

 

02 March 2021 - Coinsilium Group receives notice from IOV Labs Limited (IOV) of the early exercise of warrants over 5,500,00 new ordinary shares in the Company at a price of 4.5p for a total consideration of GBP247,500. Following the exercise of the warrants, IOV Labs shareholding in Coinsilium increased from 20,434,000 to 25,934,000 ordinary shares representing an interest of 16.85% of the Company's outstanding shares, excluding warrants and treasury shares.  Given the early exercise of the IOV warrants, approximately 21 months prior to expiry, the Company agreed to award IOV with 5,500,000 replacement warrants exercisable at a price of 12p per share valid for two years from the date of this announcement.

 

22 March 2021 - Progress update with regards to the launch of Nifty Labs Limited: the Company agrees to provide Nifty Labs with an initial working capital and development facility of up to GBP250,000. A proportion of these funds will be allocated to the commissioning and fast-track development work of Nifty Labs' first proprietary NFT platform solution, with Indorse to manage the technical aspects of the project.

 

24 March 2021 - the Company receives notice to exercise over 750,000 options ("Option Shares") at 9p per share. Funds of £67,500 have been received by the Company. 

 

30 April 2021 - Coinsilium Group sells 100,000 its 4,680,000 ordinary shares held in treasury, at 18.5 pence per share for gross proceeds of £18,500.

 

25 May 2021 - Coinsilium Group  announces that it has successfully raised GBP1,155,000 gross of expenses through a share subscription and placement of 15,400,000 new ordinary shares of no par value ("Ordinary Shares") at a price of 7.5 pence per share (the "Placing Shares") from existing and new shareholders with the

 

Company's corporate stockbroker, SI Capital. Each Placing Share has an attaching warrant to subscribe for a further new ordinary share at an exercise price of 15p ("Warrants"), valid for two years from the date of this announcement.

 

28 July 2021 – Coinsilium is admitted to the Apex Segment ("Apex") of the AQSE Growth Market ("AQSE"). Apex is the intended market for larger, more established businesses on the AQSE Growth Market and, in order to be admitted, companies need to have fulfilled a number of requirements.

 

20 August 2021 - Coinsilium Group announces it has signed a letter of intent with UK-registered Greengage Global Holding Ltd to enable its wholly owned subsidiary Seedcoin Limited  to (i) purchase up to 15,000 A ordinary shares of £0.001 each in the capital of Greengage (the "A Shares'') at a price of GBP20 per share from existing shareholders and (ii) subscribe for up to GBP200,000 of convertible loan notes. Subject to the completion by Coinsilium of satisfactory due diligence, Seedcoin will, at closing of the Transaction, pay an aggregate price of up to GBP300,000 for the A Shares and GBP200,000 for the Loan Notes. Greengage aims to be a fully integrated financial services group bridging the traditional financial services space with the new digital innovations in cryptoassets and blockchain.

 

8 September 2021 – Completion of transaction with Greengage Global Holding Ltd ("Greengage"), a UK registered company which plans to become the first merchant bank for the digital finance sector via its wholly owned Gibraltar subsidiary Greengage & Co. Ltd. Greengage & Co. Ltd is currently engaged in the regulatory approval process with the Gibraltar Financial Services Commission ("GFSC") to receive a Gibraltar banking licence. It is the intention of Greengage and Coinsilium to work closely together to explore opportunities to develop regulatory compliant Decentralised Finance (De-Fi) commercial products and solutions.

 

17 November 2021 - Coinsilium Group announces the sale of 4,580,000 ordinary shares of the Company from treasury to a strategic investor at a price of 10 pence per share for a total amount of £458,000. Following this sale, the Company no longer holds shares in treasury.

 

6 December 2021 - Coinsilium reports that it has received a shareholder update from portfolio company Greengage Global Holding Ltd advising the Company that it has taken the decision to withdraw from its Gibraltar banking license application process and that it will now pursue an alternative strategy for growth and development within the United Kingdom. Greengage has advised its shareholders that it will continue to build upon its strengths, and existing revenue streams, to deliver its wider vision of bridging the traditional financial services space with the new digital innovations in cryptoassets and blockchain. Greengage's Board has now approved a strategy centred around revenue growth for the next 6-12 months. New areas of opportunity include pursuing an e-money licence starting initially with a white label solution. It is also planned that within 12-24 months, Greengage will lay the groundwork to make a new UK bank licence application.

 

 

Board Changes

 

1 March 2021- Federica Velardo joined the board of Coinsilium as a Non-Executive Director of the Company. Federica Velardo is a qualified solicitor in England and Wales and, having applied for dual qualification in Italy, also practises Italian law. Her experience covers national and international transactions including advising and assisting companies on sales, mergers and acquisitions, joint ventures, investments, admissions to the AIM Market of the London Stock Exchange, fundraising and general corporate-commercial advice. The Company also noted that Tony Sarin resigned as a Non-Executive Director with immediate effect. ​​The Board wishes to thank him for his significant contribution to the Company and his guidance and support to the Board provided over his six-year tenure, and to wish him every success in all his on-going and future endeavours

 

26 August 2021- Craig Brown resigned as a non-executive Director of the Company in order to concentrate on his other business interests. The Board notes that sadly, shortly thereafter, Craig passed away and the board wishes to send their sincere condolences to his family.

 

9 September 2021 - Wayne Leslie Almeida joined the Company as a Non-Executive Director.  Wayne has over 16 years of experience working in the Financial Services sector in Gibraltar. Wayne is a Director and COO of Gobalsky Labs Limited (Vega Protocol) a protocol for creating and trading derivatives on a fully decentralised network. He is also a member of the board of IOV Labs Limited, the parent company to RSK, which is the first smart contract platform secured by the Bitcoin network and RSK Infrastructure Framework (RIF).

 

Post year end

 

18 February 2022 - Coinsilium Group announced it has been appointed as advisor to lifestyle fashion brand company Blvck SRL ("Blvck Paris") for the launch of its upcoming 'Blvck Genesis' NFT collection. Coinsilium will provide strategic advisory services to Blvck Paris for the launch providing expert advice in respect of the NFT market and the promotion of the collection. The NFT collection will feature 9,999 unique NFTs. Each design element has been crafted by Julian O'hayon, French designer and founder of global lifestyle brand, Blvck Paris, with the avatars to be created through the random combination of these graphical elements through a Blvck randomiser.

 

21 April 2022 - Coinsilium Group enters into 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 cross chain overlay, Financial Information Exchange and distributed liquidity infrastructure network project allowing for direct P2P trading between blockchains and cryptocurrency exchanges, aiming to interconnect the fragmented liquidity of the vast blockchain industry. Yellow Network is the first-ever broker clearing network for the crypto industry, aiming to interconnect the fragmented liquidity of the blockchain industry and ensure a real decentralised trading experience.

 

5 May 2022 - Coinsilium Group announced its appointment as advisor to Switzerland-registered Silta Finance AG (“Silta”) and that it has 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 building a bridge connecting Decentralised Finance (DeFi) to sustainability-conscious infrastructure project developers. Coinsilium will provide strategic advisory services to Silta in relation to market trends, innovations, and new developments in DeFi and blockchain-powered project finance. Silta facilitates on-chain collateral and enables sustainability-conscious infrastructure developers to access liquidity in DeFi.

 

Outlook

The Company ended the period under review in a particularly strong cash position, with over £1.5m cash at bank and approx. £2.2m in crypto treasury reserves (predominantly denominated in BTC and ETH). Of course the crypto markets have been particularly volatile since then with weakening prices seen across the board. The most recent market downleg was caused, in the main, by the high-profile failure of the Terra project and its associated algorithmic stablecoin UST and LUNA token, which saw its entire value of approx. US$45b wiped out in little over a day.

Whilst the cryptocurrency markets are largely correlated, the biggest falls have been in tokens related to 2nd tier and early stage projects/protocols. Coinsilium’s cryptocurrency treasury reserves are predominantly denominated in  BTC and ETH (the top two cryptocurrencies by market capitalisation) and whilst they have not been immune to this current market retracement, we would expect them both to lead the market out of an expected recovery, when the time comes.

Given our experience in this industry, such shockwaves do not usually come as a surprise and we have become used to expecting the unexpected! This has taught us to be cautious, particularly in times of market exuberance such as we have witnessed till lately. And whilst it is probably too soon to say how long this particular market downturn will prevail, or indeed what its lasting effects might be, we do expect to see some retrenchment and rationalisation within the industry as a consequence, particularly with some of the less developed more DeFi exposed protocol projects.

When looking beyond immediate sentiment concerns, we are not overly perturbed by current market conditions. Having managed our available resources pragmatically throughout the period, without extending our ambitions too far too soon, we now find ourselves in the fortunate position of being on the right side of the market in a robust cash position.

In this regard we are particularly pleased to have been able to announce, post period end, our backing of some exciting new DeFi and NFT projects; notably Yellow Network, Silta Finance and Blvck Paris. We also expect to be adding to our growing portfolio of advisory clients over the course of this year, particularly in the NFT, Metaverse and Web3 space, whilst selectively adding to our portfolio of investments when favourable terms are available. We look forward to providing shareholders with further updates in this respect over the course of the year.

With our current commercial focus on Decentralised Finance, NFTs and increasingly, Web3 and Metaverse opportunities, it is important to recognise the challenges still facing this highly speculative emerging technology space. Over the course of the reporting period till now, the DeFi space has been subject to a growing level of regulatory scrutiny which, going forward, we believe is only set to become more intense. This will not have come as a surprise to those who have been closely following industry events and developments.

From Coinsilium’s perspective, we have previously stated that our criteria for investing in DeFi will be to identify such opportunities and solutions with the potential to operate within a regulatory compliant perimeter. We believe that this approach will guide us towards opportunities with the best potential for delivering sustainable long term returns for shareholders, though we recognise that this approach will often require a degree of patience since the overall regulatory landscape is still far from clear. Our investment in Greengage clearly demonstrates this criteria. Greengage is a fully integrated financial services group which aims to bridge the traditional financial services space with the new digital innovations in cryptoassets and blockchain. Greengage aspires to be the next generation of merchant bank, taking deposits from and making loans to small and medium-sized enterprises (SMEs) and with a focus on banking cryptoasset companies. Should a full banking licence be secured this will allow them to provide a full suite of classic products and services across fiat currencies (£, €, $) and cryptoasset classes. We are particularly excited about our investment in Greengage and its long term growth potential and we look forward to updating the market on their developments.

Coinsilium is operationally based in Gibraltar, a preeminent regulatory jurisdiction for blockchain and distributed ledger technology. We are therefore well positioned to see what’s coming down the track from a regulatory policy perspective. Additionally, Coinsilium has recently joined local industry association, Gibraltar Association for New Technologies (GANT), where Chairman Malcolm Palle has been appointed to the Executive Committee. As a corporate member Coinsilium collaborates with associations, other corporate members, individuals, related public authorities of Gibraltar and other professional bodies.  

Another leg to our venture builder strategy is our focus on the NFT space. As far as the outlook here is concerned, it is probably helpful to look beyond the immediate noise to get a better appreciation of how this space is morphing and growing. Until recently, the story for NFTs has been about art and collectibles with individual NFTs selling for astronomical sums, and art/fashion/sport related collection ‘drops’ returning $millions to their creators. This model has just about reached saturation point, though as with all things in this sector, even the biggest trends usually turn out to be transient.

What we are now starting to see is a wave of reinvention and reimagination which is capturing all aspects of NFT activities including Play to Earn Gaming (P2E) within a Metaverse context. We are also starting to see the umbrella term “Web3” being used more and more frequently to capture all activities in this space. The trend is still quite nascent but we are fortunate to have identified its growth from very early on, mainly through our close collaboration with our partners at Indorse, whose team is preparing for the imminent launch of their Blockbots P2E NFT game. We expect Web3 to become a larger part of the Company’s activities going forward and we look forward to updating the market on developments in this respect.

Our wholly owned Nifty Labs subsidiary, a revenue sharing partnership with portfolio company Indorse, has the potential to generate significant value for the Company in the long term. Having delivered its first product, the Nifty Marketplace in public beta format on the RSK testnet in December 2021, on time and within budget, Nifty Labs not only showcases our tech development capabilities, but also demonstrates that we can create products that are of benefit to the wider blockchain ecosystem.

Nifty Labs is currently working with its legal team and commercial advisors in the preparation of the commercial licence agreements and supporting documentation whilst addressing any outstanding Gibraltar-specific regulatory considerations. Once complete, the Nifty Marketplace will then be offered as a ‘white-labelled’ Software as a Service (SaaS) business solution, targeting third-party brands, artists and other creatives.

In summary, whilst the prevailing market conditions will no doubt give some market participants cause for concern, we are currently more focused identifying the opportunities that these conditions will likely present to us as we look to deploy our resources smartly with the aim of delivering long term growth and value to our shareholders.

Finally, the Board would like to thank valued shareholders, partners and team members for their continued support and we look forward to providing the market with regular exciting progress updates at this pivotal period for the Company and the wider digital asset industry.

 

Financial Review

Total comprehensive income, including fair value gains and losses on financial assets and digital assets, reported a gain for the period of £16,143 compared to a gain of £661,139 in the previous year.

 

The gain for the period from continuing operations was £58,567 (2020: gain of £309,590). This gain is the result of administrative expenses of £1,693,041 during the period, a decrease in net fair value of equity investments of £407,264 and gain on other current assets of £1,521,878 (gain in the value of tokens).

 

Included in Administration expenses for the year is £663,401 in Share Based Payment charges, making up the largest single expense item in this financial statement line item.  These charges, which are entirely non-cash, are essentially the “fair value” ascribed to the options and warrants that were granted during the year to directors, staff and investors.  IFRS 2 requires us to ascribe this value to the instruments and recognise it as an expense in the year, with the other side of the transaction being taken to the Share based payment reserve on the balance sheet.  However, were all the options and warrants that were in issue at the reporting date to be exercised, this would actually result in a total of approx. £4.7m in cash subscription proceeds flowing into the Company.

 

 

As at 31 December 2021, cash and cash equivalents amounted to £1,513,892 (2020: £173,298).

 

 

 

Eddy Travia

Chief Executive Officer

17 June 2022

 

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

 

Coinsilium Group Limited

Malcolm Palle, Executive Chairman

Eddy Travia, Chief Executive

+44 (0) 7785 381 089

www.coinsilium.com

 

 

Peterhouse Capital Limited

Guy Miller / Mark Anwyl

(AQSE Growth Market Corporate Adviser)

+44 (0) 207 469 0930

 

 

SI Capital Limited

Nick Emerson

(Broker)

+44 (0) 1483 413 500

 

 

 

COINSILIUM GROUP LIMITED GROUP STATEMENT OF COMPREHENSIVE INCOME

 FOR THE YEAR ENDED 31 DECEMBER 2021

 

 

 

 

 

 

 

Note

2021

£

2020

£

Continuing Operations

 

 

 

 

 

Revenue from contracts with customers

 

 

5

     529,812

229,772

Cost of sales

 

 

 

(5,628)

-

Loss allowance for trade receivables

 

 

 

-

(15,844)

Gross Profit

 

 

 

     524,184

213,928

Administration expenses

 

 

6

(1,693,041)

(620,197)

Net fair value (losses)/gains on financial assets at fair value through profit or loss

 

 

9

 

(407,264)

565,713

Gain on disposal of treasury shares                                               

 

 

 

260,438

-

Impairment of investments

 

 

14

(147,628)

(47,108)

Realised gain on token value

 

 

 

1,521,878

198,915

Operating Gain    

 

 

 

     58,567

311,251

Finance income

 

 

23

12

24

Finance costs

 

 

23

-

 (8,473)

Share of Associate loss for the year

 

 

 

(44,769)

-

Forex (loss) or gain

 

 

 

(35)

6,788

Profit before Taxation

 

 

 

13,774

309,590

Income tax

 

 

24

-

-

Profit for the year

 

 

 

13,774

309,590

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

 

-

 

351,549

 

 

 

 

 

 

Total Comprehensive Income for the year attributable to owners of the Parent Company

 

 

 

 

 

13,774

 

 

661,139

 

 

 

 

 

 

Earnings per share in pence from continuing operations attributable to owners of the Parent – Basic & Diluted

 

 

25

 

 

0.008p

 

 

0.218p

 

 

 

 

 

 

 

The accounting policies and notes on pages 28 to 51 form part of these Financial Statements.

 

COINSILIUM GROUP LIMITED 

STATEMENTS OF FINANCIAL POSITION

 

AS AT 31 DECEMBER 2021

 

 

Group

Company

 

Note

31 December 2021

£

31 December 2020

£

31 December 2021

£

 

31 December 2020

£

Non-Current Assets

 

 

 

 

 

Intangible assets

7

3,720

3,720

1,860

1,860

Property, plant and equipment

8

1,509

-

-

-

Financial assets at fair value through profit or loss

9

2,238,596

2,291,958

595,001

 

1,019,613

 

Investment in subsidiaries

10

-

-

1,644,333

1,700,259

Intercompany loans

 

-

-

785,666

-

Investment in associate

 

-

-

-

-

 

 

2,243,824

2,295,678

3,026,860

2,721,732

Current Assets

 

 

 

 

 

Trade and other receivables

12

194,294

203,502

100,685

189,215

Cash and cash equivalents

13

1,513,892

173,298

1,233,936

69,035

Other current assets

14

2,221,623

945,376

2,172,762

918,376

 

 

3,929,809

1,322,176

3,507,383

1,176,626

Total Assets

 

6,173,633

3,617,854

6,534,242

3,898,358

Equity attributable to owners of the Parent

 

 

 

 

 

Share capital

17

-

-

-

-

Share premium

17

8,344,974

6,949,974

8,344,974

6,949,974

Treasury shares

 

-

(236,002)

-

(236,003)

Share option reserve

18

     681,061

20,029

     681,061

20,029

Other reserves

 

504,114

504,114

-

-

Retained losses

 

(3,692,121)

(3,708,264)

(2,750,064)

(2,884,805)

Total equity attributable to owners of the Parent

 

 

5,838,028

 

3,529,851

6,275,971

3,849,196

Current Liabilities

 

 

 

 

 

Trade and other payables

15

335,605

88,003

258,271

49,162

Total Liabilities

 

335,605

88,003

258,271

49,162

Total Equity and Liabilities

 

6,173,633

3,617,854

6,534,242

3,898,358

 

The Financial Statements were approved and authorised for issue by the Board of Directors on 17 June 2022 and were signed on its behalf by:

 

 

 

Eddy Travia

Chief Executive Officer

 

The accounting policies and notes on pages 28 to 51 form part of these Financial Statements.


COINSILIUM GROUP LIMITED 

STATEMENT OF CHANGES IN EQUITY

 

FOR THE YEAR ENDED 31 DECEMBER 2021

 

 

GROUP

Attributable to Equity Shareholders

 

Share capital

£

Share premium

£

Treasury
shares
£

Share option reserve

£

Other reserves

£

Retained losses

£

Total

£

As at 31 December 2019

-

6,369,974

(281,003)

20,029

152,565

(4,017,854)

2,243,711

Loss for the year

-

-

-

-

-

309,590

309,590

Other comprehensive income

 

 

 

 

 

 

 

Change in value of other current assets

-

-

-

-

351,549

-

351,549

Total comprehensive income for the year

-

-

-

-

351,549

309,590

661,139

Issue of ordinary shares

 

580,000

-

-

-

-

580,000

Sale of treasury shares

 

 

45,001

-

-

-

45,000

Total transactions with owners recognised directly in equity

-

580,000

45,001

-

-

-

625,000

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 directly in equity

-

1,395,000

236,002

661,032

-

2,369

2,294,403

As at 31 December 2021

-

8,344,974

-

681,061

504,114

(3,692,121)

5,838,028

 

 

 

 

The accounting policies and notes on pages 28 to 51 form part of these Financial Statements.

 

 

 

COINSILIUM GROUP LIMITED STATEMENT OF CHANGES IN EQUITY

 FOR THE YEAR ENDED 31 DECEMBER 2021

 

 

PARENT COMPANY

Attributable to Equity Shareholders

 

 

Share capital

£

Share premium

 £

Treasury
shares
£

Share option reserve

£

Retained losses

£

Total

£

Restated as at 1 January 2020

-

6,369,974

(281,003)

20,029

(3,567,412)

2,541,588

Profit for the year

-

-

-

-

331,059

634,459

Change in value of other current assets

-

-

-

-

351,549

351,549

Total comprehensive income for the year

-

-

-

-

682,608

682,608

Issue of ordinary shares

-

580,000

-

-

-

580,000

Sale of treasury shares

-

-

45,001

-

-

45,001

Total transactions with owners recognised directly in equity

-

580,000

45,001

-

 

-

(23,306)

As at 31 December 2020

 

6,949,974

(236,002)

20,029

(2,884,804)

3,849,197

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

 

2,369

2,294,403

As at 31 December 2021

 -

8,344,974

-

681,061

(2,750,064)

6,275,971

               

 

 

 

 

 

 

 

 

The accounting policies and notes on pages 28 to 51 form part of these Financial Statements.

 

COINSILIUM GROUP LIMITED STATEMENT OF CASH FLOWS

 FOR THE YEAR ENDED 31 DECEMBER 2021

 

 

Group

Company

 

 

Note

 

2021

£

 

2020

£

2021

£

2020

£

 

Cash flows from operating activities

 

 

 

 

 

 

Profit before taxation

 

16,143

309,590

134,741

331,059

 

Adjustments for:

 

 

 

 

 

 

Finance costs

 

-

8,473

-

3,995

 

Finance income

 

(12)

(24)

-

(3)

 

Depreciation and amortisation

 

755

271

-

-

 

Gain on sale of treasury shares

 

(260,747)

-

(260,747)

-

 

Share of Associate loss for the year

 

44,769

-

44,769

-

 

Share based payments

 

661,032

-

661,032

-

 

Impairment of other current assets

 

-

(446,852)

-

(771,402)

 

Provision for loans to subsidiaries

 

-

-

491,303

-

 

Changes in value of other current assets

 

(1,281,876)

-

(1,254,386)

351,549

 

Net fair value gains/(losses) on financial assets at fair value through profit or loss

 

 

-

 

(624,373)

-

-

 

(Increase)/Decrease in trade and other receivables

 

 

9,208

 

(26,259)

88,530

(42,783)

 

(Increase)/Decrease in trade and other payables

 

247,602

(8,350)

209,109

122

 

Net cash (used in) / generated by operating activities

 

 

(557,497)

 

(787,524)

114,352

(127,463)

 

Cash flows from investing activities

 

 

 

 

 

 

Interest received

 

12

24

-

3

 

Purchase of property, plant & equipment

 

(2,264)

-

-

-

 

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

 

 

554,892

 

109,191

424,612

(658,708)

 

Decrease/(increase) in loans to subsidiary undertakings

 

 

-

 

-

(1,276,969)

172,285

 

Investment in associates

 

(44,769)

-

(44,769)

-

 

Decrease in investment in subsidiaries

 

-

-

55,926

-

 

Net cash generated from/(used in) investing activities

 

 

6,341

 

109,215

(841,200)

(486,420)

 

Cash flows from financing activities

 

 

 

 

 

 

Proceeds from issue of shares (net of costs)

Purchase of treasury shares

Proceeds from sale of treasury shares

Finance costs

 

1,395,000

-

496,750

-

580,000

-

45,001

(8,473)

1,395,000

-

496,750

-

580,000

45,001

-

(3,995)

 

Net cash generated from financing activities

 

 

1,891,750

 

616,528

1,891,750

621,006

 

Net increase/(decrease) in cash and cash equivalents

 

 

1,340,594

 

(61,781)

1,164,901

7,123

 

Cash and cash equivalents at beginning of year

 

 

173,298

 

235,079

69,035

61,912

 

Cash and cash equivalents at end of year

13

1,513,892

173,298

1,233,936

69,035

 
             

 

 

 

The accounting policies and notes on pages 28 to 51 form part of these Financial Statements.


COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS

 FOR THE YEAR ENDED 31 DECEMBER 2021

 

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. 

The principal business of the Company and its subsidiaries (together the “Group”) is investing in and accelerating blockchain technology companies, together with a venture builder and token and NFT sale strategic adviser.                he Group accelerates is operationally based in Gibraltar and also finances innovative blockchain companies, with the intent of supporting the further development and commercialisation of these technologies. The Group also provides advisory and promotional services to technology startups and companies looking to undertake NFT sales and issue tokens via Token Generation Events such as Initial Coin Offerings.

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 (IFRS) and IFRS Interpretations Committee (IFRS IC) interpretations as adopted by the European Union. 

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 £Nil par value.

 

2.2  New IFRS standards and interpretations

 

New Standards and revisions to existing standards issued that are effective at 1 January 2021

 

Certain new accounting standards and interpretations have been published that are effective at 1 January 2021:

 

 

Effective Date

Amendments to IFRS 4: Insurance Contracts – Deferral of IFRS 9

1 January 2021

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: Interest Rate Benchmark Reform – Phase 2

1 January 2021

Amendments to IFRS 16: Leases – Covid-19-Related Rent Concessions beyond 30 June 2021

1 January 2021

 

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.

 

 

 

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 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

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 2021.

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 gain 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 for the period up to the end of 30 June 2023, and all other related matters. This involved consideration of the cash flow implication of the budget. 

 

The Directors have controlled expenditures throughout the period and feel the current level of expenditures is in line with a business of its size. The Company successfully raised £1,470,000 (before expenses) during the period through a private placement and subscription, together with warrant and option conversions, and additionally a total of £476,500 was realised from the sale of the Company’s remaining Treasury shares. These funds, together with the Company’s liquid cryptocurrency treasury reserves provide the board with a high level of confidence, though the Directors continue to remain pragmatic and cautious in the control over the Group’s cash and liquid assets.

 

 

The Directors believe that COVID-19 has had no correlation or any effects to the Group’s income from blockchain investment and advisory services and venture initiatives. 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.

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

  1. Functional and presentation currency

 

 The functional currency of the Group and Company is UK Pound Sterling (£) 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.

 

  1. 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

 

  1. 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. 

 

 

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 an obligation 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 the asset, or (b) the Group and Company has neither transferred nor retained substantially all the risks and rewards of the 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 other comprehensive income; and
  • Equity investments for which no election has been made to recognise fair value gains and losses through other comprehensive income.

The Group and Company measures all equity investments at fair value through profit or loss.

 

 

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

 

Other current assets 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 in other comprehensive income except for impairment losses which are recognised directly in profit or loss. This treatment is consistent with the revaluation model applied to intangible assets in accordance with IAS 38. 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.

 

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 £Nil 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.

 

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.

 

 

 

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

 

  1. Foreign currency risks

 

At 31 December 2021, 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.

 

  1. 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.

 

  1. 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 2021 the Group had unrestricted cash of £1,513,892 to settle trade and other payables of £335,605. Most of these accounts payable have contractual maturities of less than 30 days and are subject to normal trade terms.

 

 

 

 

3.2 Fair Value Estimation

 

Fair value measurements are disclosed according to the following fair value measurement hierarchy:

 

  • quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
  • inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices), or indirectly (that is, derived from prices) (Level 2);
  • inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3). This is the case for unlisted equity securities.

The following table presents the Group’s assets and liabilities that are measured at fair value at 31 December 2021 and 2020:

 

 

Level 1

Level 2

Level 3

Total

 

£

£

£

£

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

 

 

 

Level 1

Level 2

Level 3

Total

 

£

£

£

£

Assets

 

 

 

 

Financial assets at fair value through profit or loss

 

 

 

 

- Equity holdings

-

-

2,291,958

2,291,958

Other current assets

 

 

 

 

-Tokens

-

918,376

-

918,376

-Collectible stamps

-

27,000

-

27,000

 

 

 

 

 

Total assets at 31 December 2020

-

945,376

2,291,958

3,237,334

 

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 2021 are disclosed in Note 13 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.

 

 

 

3.2 Fair Value Estimation (continued)

 

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 impaired the 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 or milestones;
  • There has been a change in expectation that the investee’s technical product milestones will be achieved or 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 a valuation for the financial asset which is different to the valuation at which the Group invested. The asset’s value will be adjusted to reflect this revised valuation; or
  • An independently prepared valuation report exists for the investee within close proximity to the reporting 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.

 

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: 

 

  1. 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. 

 

4. Critical Accounting Estimates and Judgements (continued)

 

  1. 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 £1,809,986 at 31 December 2021.

 

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

During the year, the Directors have reassessed the means by which the Group is monitored in response to changes to the overall business.  In prior years the Group was deemed to operate in two geographical areas, being the UK and the British Virgin Islands (BVI).  The Directors how now determined that the Group operates three distinct business segments over multiple geographical areas and have consequently determined that, from 1 January 2021, these three segments will form the basis of Group performance monitoring; Investing activities, Advisory activities and Corporate activity.

 

The Group generated revenue of £529,812 during the year ended 31 December 2021 (2020: £229,772). The Company generated revenue of £355,182 during the year ended 31 December 2021 (2020: £27,141).

 

 

 

2021

 

Investing

£

Advisory

£

Corporate

£

Total

£

 

 

 

 

 

 

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 profit or loss

 

(554,892)

-

-

(554,892)

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

 

2020

 

BVI

£

UK

£

Total

£

 

 

 

 

 

Revenue

 

198,347

31,425

229,772

Cost of Sales

 

-

-

-

Loss allowance for trade receivable

 

(15,844)

-

(15,844)

Administrative expenses

 

(489,855)

(177,179)

(667,034)

Finance income

 

3

21

24

Forex gain or (loss)

 

8,492

(1,704)

6,788

(Loss) from operations per reportable segment

 

(298,857)

(147,437)

(446,294)                                      

Depreciation

 

-

(271)

(271)

Gains on other current assets

 

198,915

-

198,915

Net fair value gains on financial assets at fair value through profit or loss

 

565,713

-

565,713

Finance costs

 

(7,188)

(1,285)

(8,473)

Profit / (loss) for the year

 

458,583

(148,993)

309,590

 

 

 

 

 

Additions to non-current assets

 

-

-

-

Disposals of non-current assets

 

(99,042)

-

(99,042)

Reportable segment assets

 

3,519,845

98,009

3,617,854

Reportable segment liabilities

 

73,407

14,596

88,003

 

6. Expenses by Nature

 

 

 

Group

 

 

 

 

2021

£

2020

£

 

 

 

 

 

Consultancy fees

 

 

37,633

42,616

Directors’ remuneration (note 20)

 

 

481,102

264,655

Staff and subcontractor costs

 

 

8,328

12,922

Share based payments

 

 

663,401

-

Bad debts

 

 

-

15,844

Depreciation

 

 

755

271

Fees payable to Company’s auditors

 

 

30,951

22,000

Property costs

Marketing and promotional

Legal and professional

Other expenses including foreign exchange

 

 

43,048

210,876

166,359

50,588

72,300

30,610

116,426

42,552

Total cost of sales and administrative expenses

 

 

1,693,041

620,197

 

7. Intangible Assets

 

 

Group

Company

 

Trademarks

£

Trademarks

£

Cost

 

 

As at 31 December 2020

3,720

1,860

As at 31 December 2021

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

£

Cost

 

 

 

As at 31 December 2020

1,823

 

-

Additions during the year

2,264

 

-

As at 31 December 2021

4,087

 

-

 

 

8. Property, Plant and Equipment (continued)

 

 

Group

 

Company

 

Office    Equipment

£

 

Office Equipment

£

Depreciation

 

 

 

As at 31 December 2020

                      1,823

 

-

Charge for the year

756

 

-

As at 31 December 2021

                   2,578

 

-

Net book value as at 31 December 2020

                      -

 

-

Net book value as at 31 December 2021

1,509

 

-

 

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 Security Asia

Unlisted Security United Kingdom

Unlisted Security Rest of Europe

Unlisted Security Americas

Unlisted Security Rest of World

Total

 

£

£

£

£

£

£

 

 

 

 

 

 

 

At 1 January 2021

1,897,889

-

126,888

102,504

164,677

2,291,958

Additions

-

501,530

-

-

-

501,530

Impairment

-

-

(45,124)

(102,504)

-

(147,628)

Fair value movement

(413,301)

-

3,916

-

2,121    

(407,264)

At 31 December 2021

1,484,588

501,530

85,680

-

166,798

2,238,596

 

 

 

 

 

 

 

The Group converted RSK Labs Limited shares into RIF tokens.

 

 

At 31 December 2021, the Group and Company owns unlisted shares in:

 

  • Helperbit s.r.l, a company incorporated in Italy;
  • StartupToken Pte. Ltd., a company incorporated in Singapore;
  • Elevate Limited, a company incorporated in Gibraltar;

 

 

 

 

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:

 

2021

£

2020

£

UK Pound

1,096,531

1,019,613

Euro

85,680

126,888

US Dollar

166,798

267,181

Singapore Dollar

889,587

878,276

Total

2,238,596

2,291,958

 

 

 

 

10. Investments in Subsidiary Undertakings

 

 

 

Company

 

2021

£

2020

£

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

1,580,369

359,327

Impairment of loan

(491,303)

(303,400)

Total

2,733,399

1,700,259

 

Loans payable to subsidiary undertakings

 

-

-

Total

 

-

-

 

Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid.

 

 

 

 

 

 

 

 

 

 

 

 

10. Investments in Subsidiary Undertakings (continued)

 

Details of Subsidiary Undertakings

 

Name of subsidiary

Place of business

Parent company

Registered capital

Share capital held

Principal activities

Coinsilium Limited

United Kingdom

Coinsilium Group Limited

Ordinary shares £0.0001

100%

Advisory services

Seedcoin Limited

Gibraltar

Coinsilium Group Limited

Ordinary shares £Nil

100%

Investment

NiftyLabs Limited

Gibraltar

Coinsilium Group Limited

Ordinary shares £1,000

100%

Venture building for NFT and Web3  related activities

Flowstone Capital Limited – struck off in 2021

Gibraltar

Coinsilium Group Limited

Ordinary shares £1,000

100%

Fund management (dormant)

Flowstone Management Limited – struck off in 2021

Gibraltar

Coinsilium Group Limited

Ordinary shares £2,000

100%

Fund management (dormant)

Coinsilium Gibraltar Limited

Gibraltar

Coinsilium Group Limited

Ordinary shares £1,000

100%

Blockchain advisory and venture 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

 

 

 

2021

2020

 

 

£

£

 

 

 

 

At the beginning of the year

 

-

-

Additions at cost

 

44,769

-

Share of associate’s loss for the year

 

(44,769)

-

At the end of the year

 

-

-

 

 

 

 

During the year the Group entered into a Joint Venture agreement with IOV Labs for a 50% interest in the IOV Labs Asia project, with a total cost of investment during the year of £44,769.  As the Group does not exercise control of the Joint Venture, it accounts for this investment as an associate and applies equity accounting.

 

 

 

 

 

 

 

12. Trade and Other Receivables

 

 

Group

Company

 

2021

£

2020

£

2021

£

2020

£

Trade receivables

38,032

116,871

11,432

116,870

VAT receivable

2,018

2,513

2,018

2,069

Prepayments and accrued income

93,563

39,459

28,872

29,269

Other receivables

60,680

44,659

58,364

41,007

 

194,294

203,502

100,685

189,215

 

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

 

2021

£

2020

£

2021

£

2020

£

GBP

182,861

191,526

89,254

116,151

EUR

11,432

11,976

11,432

11,976

 

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

 

2021

£

2020

£

2021

£

2020

£

Cash at bank

1,513,892

173,298

1,233,936

69,035

           

 

 

14. Other Current Assets

 

 

 

 

 

 

Digital assets and tokens

Crypto Stamps

Total

 

 

 

 

 

£

£

£

At 1 January 2020

 

 

 

 

146,974

-

146,974

Additions

 

 

 

 

220,938

27,000

247,938

Impairment

 

 

 

 

(42,558)

-

(42,558)

Gain on token value

 

 

 

 

241,473

-

241,473

Fair value movement

 

 

 

 

351,549

-

351,549

At 31 December 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

 

 

 

14. Other Current Assets (continued)

 

Other current assets are digital assets, including 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 2021

Bitcoin

BTC

29.99

-

£1,026,300

Ether

ETH

307.97

-

£837,898

MINTY

MINTY

900,000

Sushi

£94,419

Indorse

IND

5,349,895

HitBTC, Uniswap

£63,713

DomRaider

DRT

1,826,500

HitBTC, Uniswap

£2,499

RIF

RIF

798,582

KuCoin, Biftinex, Binance

£117,228

NFTs

 

507

OpenSea, Blockbots platforms

£30,350

SOS

SOS

78,033

Uniswap

£355

 

 

 

 

 

 

 

 

Total

£2,172,762

 

 

15. Trade and Other Payables

 

 

Group

Company

 

 

2021

£

2020

£

2021

£

 

2020

£

Trade payables

15,306

24,472

5,203

16,348

Other taxation and social security

6,929

4,926

-

-

Accrued expenses

75,745

57,324

19,597

32,813

Other payables

237,625

1,281

233,471

1

 

335,605

88,003

258,271

49,162

           

 

 

16. Financial Instruments

 

 

Group

Company

 

2021

£

2020

£

2021

£

2020

£

Financial Assets

 

 

 

 

Financial assets at amortised cost

 

 

 

 

  Trade and other receivables

194,293

161,530

100,686

189,215

  Cash and cash equivalents

1,513,892

173,298

1,233,936

69,035

  Other financial assets

-

-

-

-

Financial assets at fair value through profit or loss

 

    

 

    

    

    

  Investments at FVTPL

2,238,596

2,291,958

595,001

1,019,613

  Other current assets

2,221,623

945,376

2,172,762

918,376

 

     6,168,405

     3,572,162

     4,102,383

     2,196,239

           

 

 

 

Group

Company

 

 

2021

£

 

2020

£

2021

£

 

2020

£

Financial Liabilities

 

 

 

 

Liabilities at amortised cost

-

-

-

-

Trade and other payables

     335,605

83,108

258,271

49,162

 

     335,605

83,108

258,271

49,162

           

 

17. Share Capital and Premium

 

Issued share capital

Group and Company

Number of shares

Ordinary shares

£

Share premium

£

Total

£

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 18th March 2021

750,000

-

67,500

7,     264,974

Share issued 25th May 2021

15,400,000

-

1,     080,000

     8,344,974

As at 31 December 2021

174,748,234

-

     8,344,974

8,     344,974

 

Share premium on shares issued on 25 May 2021 is after deduction of £75,000 in fundraising costs.    

    

Treasury shares    

 

During the 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 (2020: 5,130,000 shares).

    

 

18. Other Reserves

 

 

Group

Company

 

2021

£

2020

£

2021

£

2020

£

Share option reserve

     681,061

20,029

     681,061

20,029

 

     681,061

20,029

     681,061

20,029

 

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:

 

 

 

               2021

                                               2020

 

 

 

 

Number

Weighted average exercise

price £

Number

 

Weighted average exercise price £

At 1 January

16,750,000

0.09

20,428,125

 

0.096

Granted – options

5,700,000

0.113    

-

 

-

Granted - warrants

     20,900,000

     0.142

5,500,000

 

0.045

Lapsed – options

     (750,000)

     (0.105)

(9,178,125)

 

0.075

Exercised - options

(750,000)

(0.09)

-

 

-

Exercised - warrants

(5,500,000)

(0.045)

-

 

-

Outstanding at 31 December

     36,350,000

0.     082

16,750,000

 

0.09

Exercisable at 31 December

     33,350,000

0.     089

16,750,000

 

0.09

 

 

Share options outstanding and exercisable at the end of the year have the following expiry dates and exercise prices:

 

 

Expiry Date

Exercise Price in £ per share

 

2021

Exercise

 Price in £ per share

2020

 

03 December 2022 – Share warrants

-

-

0.045

5,500,000

18           December 2022      – Share options

     0.09

     4,500,000

0.09

5,750,000

18           December 2022      – Share options

     0.135

     5,250,000

0.135

5,500,000

02 March 2023 – Share Warrants

0.12

5,500,000

-

-

25 May 2023 – Share Warrants

0.15

15,400,000

-

-

22 July 2026 – Share Options

0.09

2,850,000

-

-

 

     0.089

     33,500,000

0.09

16,750,000

 

 

 

 

19. Share Options and Warrants (continued)

 

 

Range of exercise prices

 

Number of Shares

Weighted average remaining life (expected) years

Weighted average remaining life (contracted) years

 

 

 

 

 

£0.09

 

7,350,000

2.36

2.36

£0.12

 

5,500,000

1.17

1.17

£0.135

 

5,250,000

0.96

0.96

£0.15

 

15,400,000

1.40

1.40

 

20. Employees

 

The Group had no full time employees and six 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.

 

 

Short Term Employee Benefits £

Token bonuses £

Total

£

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

-

42,417

Federica Velardo

35,625

-

45,625

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 £6,077. 

 

 

Short Term Employee Benefits

£

 

Token bonuses
£

 

Total

£

Executive Directors

 

 

 

Eddy Travia

100,000

-

100,000

Malcolm Palle

100,000

-

100,000

Non-Executive Directors

 

 

 

Tony Sarin

30,000

-

30,000

Craig Brown

30,000

-

30,000

At 31 December 2020

260,000

-

260,000

 

No pension benefits are provided for any Director.

 

 

 

22. Auditors Remuneration

 

During the year, the Group obtained the following services from the auditor:

 

 

Group

 

2021

£

2020

£

Fees payable to the auditor for the audit of the Group and Company Financial Statements

 

22,000

22,000

 

23. Finance Income / Costs

 

Group

 

2021

£

2020

£

Finance income – bank interest and interest on convertible loan notes

12

24

Finance costs

-

(8,473)

 

24. Taxation

    

 

Group

 

2021

£

2020

£

 

Current tax

-

-

 

Deferred tax

-

-

 

Tax charge/(credit)

-

-

 
       

 

 

Group

 

 

2021

£

2020

£

Profit before tax

13,774

309,590

Tax on BVI profit of £………. @ 0%

Tax on UK loss of £…… @ 19%

-

21,176

-

28,309

 

 

 

Tax losses carried forward on which no deferred tax asset is recognised

 

(21,176)

 

(28,309)

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 £1,691,572 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.

 

 

 

25. Earnings per Share

 

Group

The calculation of basic earnings per share of £0.008 is based on the profit attributable to equity owners of the parent company of £13,774 and on the weighted average number of ordinary shares of 167,553,029 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

 

 

2021

£

 

2020

£

 

2020

£

 

2019

£

 

 

 

 

 

Not later than one year

17,940

39,909

-

-

Total lease commitment

17,940

39,909

-

-

           

 

 

27. Related Party Transactions

 

Loan from Coinsilium Group Limited to Seedcoin Limited

As at 31 December 2021 there were amounts receivable outstanding from Seedcoin Limited of £347,213 (2020: £89,857). No interest was charged on the loan.

 

Loan from Coinsilium Group Limited to Coinsilium Limited

As at 31 December 2021 there were amounts receivable of £491,303 (2020: £738,163) 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 2021 there were amounts receivable of £140,068 (2020: £60,792) from TerraStream Limited. No interest was charged on the loan.

 

Loan from Coinsilium Group Limited to Coinsilium Gibraltar Ltd

As at 31 December 2021 there were amounts receivable of £601,785 (2020: £61,047) from Coinsilium Gibraltar Ltd. No interest was charged on the loan.

 

 

All intra-group transactions are eliminated on consolidation.

 

 

28. Ultimate Controlling Party

 

The Directors believe there to be no ultimate controlling party.

 

 

 

29. Events after the Reporting Date

 

Since the end of the reporting period:

 

18 February 2022 - Coinsilium Group announced it has been appointed as advisor to lifestyle fashion brand company Blvck SRL ("Blvck Paris") for the launch of its upcoming 'Blvck Genesis' NFT collection. Coinsilium will provide strategic advisory services to Blvck Paris for the launch providing expert advice in respect of the NFT market and the promotion of the collection. The NFT collection will feature 9,999 unique NFTs. Each design element has been crafted by Julian O'hayon, French designer and founder of global lifestyle brand, Blvck Paris, with the avatars to be created through the random combination of these graphical elements through a Blvck randomiser.

 

21 April 2022 - Coinsilium Group has entered into 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 cross chain overlay, Financial Information Exchange and distributed liquidity infrastructure network project allowing for direct P2P trading between blockchains and cryptocurrency exchanges, aiming to interconnect the fragmented liquidity of the vast blockchain industry. Yellow Network is the first-ever broker clearing network for the crypto industry, aiming to interconnect the fragmented liquidity of the blockchain industry and ensure a real decentralised trading experience.

 

5 May 2022 - Coinsilium Group announced its appointment as advisor to Switzerland-registered Silta Finance AG (“Silta”) and that it has 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 building a bridge connecting Decentralised Finance (DeFi) to sustainability-conscious infrastructure project developers. Coinsilium will provide strategic advisory services to Silta in relation to market trends, innovations, and new developments in DeFi and blockchain-powered project finance. Silta facilitates on-chain collateral and enables sustainability-conscious infrastructure developers to access liquidity in DeFi.

 

 

 

 

              

 



ISIN: VGG225641015
Category Code: MSCM
TIDM: COIN
Sequence No.: 169225
EQS News ID: 1378661

 
End of Announcement EQS News Service

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