LONDON, UK: Coinsilium Group Limited has signed a letter of intent with UK-registered Greengage Global Holding Ltd to enable Seedcoin Limited, Coinsilium’s wholly owned Gibraltar registered subsidiary, 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.

The Proposed Transaction

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. 

Coinsilium has calculated the Price on the basis of the following assumptions:

1. the valuation of Greengage at the time of Closing is equal to or above GBP27,263,360; and
2. the total number of shares issued and committed to be issued at Closing is equal to 1,363,168.

The above assumptions are on the basis of information provided by Greengage.

Conditions and Approvals

Coinsilium intends to proceed as quickly as possible with the Transaction. Greengage and each selling shareholder will negotiate in good faith with a view to completing the Transaction in an expedient manner.

The Transaction is conditional on, among other customary conditions, the purchase of the A Shares and the subscription for the Loan Notes by Seedcoin taking place simultaneously or otherwise on or around the same date.

The A Shares

The proposed acquisition will include the right for Coinsilium to acquire up to 15,000 A Shares, which will rank pari passu in all respects with the ordinary shares of £0.001 each in the capital of Greengage (the “Ordinary Shares”), the highest ranking shares issued by Greengage, and that in the event of a listing, the A Shares will be converted into Ordinary Shares.

The Loan Note

In accordance with the terms of the Loan Notes, any shares issued to Seedcoin as a result of a conversion of the Loan Notes will rank pari passu in all respects with the then highest ranking shares of Greengage at the date of conversion, including the right to receive all dividends declared, made or paid after conversion of the Loan Notes (save that they will not rank for any dividend or other distribution declared made, or paid by reference to a record date before conversion of the Loan Notes).

Under the terms of the Loan Note instrument, interest will accrue on the principal amount outstanding at the rate of 5% per annum. The Loan Notes can be converted into A Shares:

• upon the share sale or assets sale of Greengage, at the price attributed to each A Share less a discount of 20%;
• upon completion of a qualifying round of investment, namely Greengage taking receipt of no less than GBP5,000,000 in capital from current or new shareholders of Greengage, at the price paid for the highest class of share in the capital of Greengage issued to the qualifying round investors less a discount of 20%;
• at any time following the longstop date of 30^th June 2023 (on the basis of a price per A Share being GBP20.00);
• upon written demand upon the occurrence of an event of default at the principal amount on that stock together with all interest.

Proposed Strategic Relationship

Upon completion of the Transaction, it is the intention of both parties to enter into a formalised strategic relationship with the objective of pursuing opportunities to develop new services and products aligned with regulatory compliant decentralised Finance (De-Fi) solutions. 

More extensive details regarding the Transaction and the proposed strategic relationship will be provided to the market as and when completion of the Transaction is announced.

IOV Labs’ investment

The Company also notes that on 9 August 2021 Greengage announced the addition of its first institutional investment receiving a commitment of GBP2.5 million from IOV labs Limited (IOV), a Gibraltar registered company.