NEW
YORK, Oct. 10, 2023 /PRNewswire/ -- SMX
(Security Matters) PLC (NASDAQ:SMX; SMXWW) has signed an agreement
dated Oct. 3, 2023 with True Gold
Consortium Pty Ltd ("TrueGold"), to acquire an additional 7.5%
equity stake, thereby increasing the Company's common share
holdings in privately held TrueGold to 51.9%. This key acquisition
in a sector expected to benefit from their traceability,
verification, and certification technology, helps solidify
the partnership between SMX and the other shareholders of
TrueGold.
This strategic transaction diversifies SMX's operations into
TrueGold's pioneering ventures in Research and Development
(R&D) and revenue commercialization. SMX's software technology
is powered by a Distributed Ledger blockchain, representing a
transformative stride towards ensuring traceability and security
across the gold value chain. In exchange for the additional 7.5%
equity, the agreement stipulates, among other things, a waiver of
outstanding payables amounting to AU$475,000 (approximately
US$307,000) from TrueGold to SMX as
of June 30, 2023 and SMX licensing
additional intellectual property to TrueGold.
The valuation underpinning this transaction is based on a
previous assessment conducted in October
2021, which appraised TrueGold's worth between US$78.5 million and US$90
million, using the mean value of US$84.3 million. This past valuation was neither
audited nor reviewed.
Pursuant to this agreement, SMX and TrueGold will commission an
independent third-party appraiser to ascertain an updated valuation
of TrueGold by October 31, 2023. This
forthcoming appraisal estimates a fair value of TrueGold's assets
and liabilities as of the closing date. Subsequently, SMX will
reflect its portion of this assessed fair value in its financial
statements, and TrueGold shall have the right, within 12 months, to
repurchase the additional interest from Security Matters for a
purchase price based on such fair value. It is anticipated that
there may be material variances between TrueGold's past valuation
from October 2021 and the updated
assessment.
CEO, H. Alon commented: "The
agreement fortifies a gold industry alliance, which we expect will
ensure a cohesive approach towards achieving shared strategic
objectives, particularly the development and commercialization of
the True Gold platform. This acquisition exemplifies a mutual
endeavor to pool resources, management acumen, and R&D
capabilities, fostering innovative solutions that address industry
challenges. We believe that SMX and True Gold are now more robustly
positioned to redefine standards for transparency, security, and
authenticity within the gold value chain, heralding a new era of
strategic collaboration and industry innovation."
About SMX:
SMX integrates chemistry, physics, and computer science to give
materials memory and create a culture of transparency and trust
across multiple industries. The company's nearly 100 patents
support unique marking, measuring, and tracking technologies
allowing clients to seamlessly deploy transparency at all levels of
development and provide all stakeholders with a complete provenance
of material composition and history, from virgin material to
recycled, to address manufacturing challenges and ESG goals while
maintaining sustainable growth. As a result, SMX's technologies
help companies address ESG commitments and transition more
successfully to a low-carbon economy.
About True Gold Consortium Pty Ltd:
True Gold uses SMX's advanced next-generation technology to
invisibly mark and store multiple data types at a molecular level;
as well as its blockchain digital platform. The company seeks to be
an essential part of every gold trade – both physically and
digitally – as a global industry standard, providing the most
secure and fully transparent traceability tech solution, from the
mine to market to finished product.
For additional information regarding this strategic investment,
stakeholders and interested parties are encouraged to reach out
to:
Forward-Looking Statements
The information in this press release includes "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include, but are not
limited to, statements regarding expectations, hopes, beliefs,
intentions or strategies regarding the future. In addition, any
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words
"anticipate," "believe," "contemplate," "continue," "could,"
"estimate," "expect," "forecast," "intends," "may," "will,"
"might," "plan," "possible," "potential," "predict," "project,"
"should," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements in this press release may include, for example: the
successful launch and implementation of SMX's joint projects with
manufacturers and other supply chain participants of metals, steel,
rubber and other materials; changes in SMX's strategy, future
operations, financial position, estimated revenues and losses,
projected costs, prospects and plans; SMX's ability to develop and
launch new products and services; SMX's ability to successfully and
efficiently integrate future expansion plans and opportunities;
SMX's ability to grow its business in a cost-effective manner;
SMX's product development timeline and estimated research and
development costs; the implementation, market acceptance and
success of SMX's business model; developments and projections
relating to SMX's competitors and industry; and SMX's approach and
goals with respect to technology. These forward-looking statements
are based on information available as of the date of this press
release, and current expectations, forecasts and assumptions, and
involve a number of judgments, risks and uncertainties.
Accordingly, forward-looking statements should not be relied upon
as representing views as of any subsequent date, and no obligation
is undertaken to update forward-looking statements to reflect
events or circumstances after the date they were made, whether as a
result of new information, future events or otherwise, except as
may be required under applicable securities laws. As a result of a
number of known and unknown risks and uncertainties, actual results
or performance may be materially different from those expressed or
implied by these forward-looking statements. Some factors that
could cause actual results to differ include: the ability to
maintain the listing of the Company's shares on Nasdaq; changes in
applicable laws or regulations; any lingering effects of the
COVID-19 pandemic or effects of future pandemics on SMX's business;
the ability to implement business plans, forecasts, and other
expectations, and identify and realize additional opportunities;
the risk of downturns and the possibility of rapid change in the
highly competitive industry in which SMX operates; the risk that
SMX and its current and future collaborators are unable to
successfully develop and commercialize SMX's products or services,
or experience significant delays in doing so; the risk that the
Company may never achieve or sustain profitability; the risk that
the Company will need to raise additional capital to execute its
business plan, which may not be available on acceptable terms or at
all; the risk that the Company experiences difficulties in managing
its growth and expanding operations; the risk that third-party
suppliers and manufacturers are not able to fully and timely meet
their obligations; the risk that SMX is unable to secure or protect
its intellectual property; the possibility that SMX may be
adversely affected by other economic, business, and/or competitive
factors; and other risks and uncertainties described in SMX's
filings from time to time with the Securities and Exchange
Commission.
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