Media and Investor Relations
T: +44 (0) 7785 381089
Solicitors to the Company as to BVI Law
Harney Westwood & Riegels LLP
Solicitors to the Company as to English Law
Auditors and Reporting Accountants PKF Littlejohn LLP
Solicitors to the Company as to Gibraltar Law
Custodian at Admission
Media and Investor Relations
The Company is registered in the BVI, having been incorporated on 25 September 2014 under the BCA with registered number 1842943. The Company is domiciled in the BVI. The liability of the members is limited.
The Directors recognise the importance of sound corporate governance and observe the requirements of the QCA Code to the extent they consider appropriate in light of the Company’s size, stage of development and resources.
The Company departs from the provision of the Code in respect of the number of independent directors. The code states “The board should include an appropriate combination of executive and non-executive (and, in particular, independent non-executive) directors, such that no one individual or small group of individuals dominates the board’s decision-making. There should be a clear division of responsibilities between the leadership of the board and the executive leadership of the company’s business.” The Code also says “At least half the board, excluding the chair, should be non-executive directors whom the board considers to be independent.” In this regard, the Directors intend to appoint a further independent non-executive in the current financial year.
The Company has established an Audit Committee and a Compliance Committee with formally delegated duties and responsibilities.
The Audit Committee comprises Malcolm Palle (executive Director), Wayne Almeida ( non-executive Director and chairman of the committee) and Federica Velardo ( non- executive Director). The composition of this committee may change over time as the composition of the board changes.
The Audit Committee determines the terms of engagement of the Company’s auditors and in consultation with the auditors, the scope of the audit. The Audit Committee receives and reviews reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee has unrestricted access to the Company’s auditors.
The Compliance Committee, which comprises Eddy Travia ( executive Director), Federica Velardo (non-executive Director and chairman of the committee) and Wayne Almeida (non- executive Director), is responsible for ensuring that the Company has sufficient procedures, resources and controls to enable it to comply with the AQSE Growth Market Apex Market Rules as adopted from time to time and the QCA Code.
The Committees will meet not less than twice a year.
The Board consist of two non-executive directors, Wayne Almeida and Federica Velardo, who act as a bridge between management and shareholders by assisting the Company in implementing corporate governance practices.
In light of the size and composition of the board of directors of the Company, the Directors have not considered it necessary to establish a nomination and remuneration committee. However, they will keep this under regular review.
The Board, which will meet not less than once every two months, will ensure that procedures, resources and controls are in place to ensure that AQSE Growth Market Apex Rulebook compliance by the Company is operating effectively at all times and that the executive directors are communicating effectively with the Company’s AQSE Corporate Adviser regarding the Company’s ongoing compliance with the AQSE Growth Market Apex Rulebook and in relation to all announcements and notifications and potential transactions.
The Company has adopted a share dealing code for dealings in securities of the Company by the Directors, which is appropriate for a company whose shares are traded on the Apex segment of the AQSE Growth Market. This will constitute the Company’s share dealing policy for the purpose of compliance with UK Legislation including UK MAR and Rule 4.1 of the AQSE Growth Market Access Rulebook. It should be noted that the insider dealing legislation set out in the Criminal Justice Act 1993, as well as provisions relating to market abuse, will apply to the Company and dealings in Ordinary Shares.
Coinsilium is an investor, advisor and venture builder at the forefront of Web3 convergence, with its core operations in Gibraltar through its wholly owned subsidiary Coinsilium (Gibraltar) Limited.
Coinsilium invests in and accelerates Web3 and AI powered technology start-ups with exposure to blockchain technologies, Artificial Intelligence (AI), Metaverse and NFT technologies, whilst supporting their development and commercialisation.
Investments are undertaken through various structures including wholly owned subsidiaries, joint ventures and partnerships, with the intent of supporting the further development and commercialisation of these technologies where Coinsilium has built up a portfolio of interests.
In addition, through the experience of the Directors and management team, Coinsilium is able to offer a suite of services including corporate/strategic advisory, investment solutions and other professional services to companies looking to engage with or deploy Web3 related technology solutions. Coinsilium also provides strategic advisory services to start-ups looking to issue tokens through token generation events.
Number of securities in issue: 195,208,234
Warrants & options granted: 22,909,999
Fully Diluted: 218,118,233
Shares in public hands: 74.37%
*no treasury shares currently held by the company
|Name of Shareholder||Number of Ordinary Shares||%|
|IOV Labs Limited|
Great North Star Intl Inc.
*Current Director Holdings