Intraco announced that it has entered into a binding heads of agreement with Messrs Mark Carnegie and Sergei Sergienko for a 51% investment in the capital of MHC Digital Co, by way of a combination of subscription for new shares and acquisition from the sellers of existing shares in MHC Singapore. MHC Singapore is a company to be incorporated in Singapore by Carnegie and Sergienko with equal shareholdings to take over the relevant businesses and assets in MHC Digital Group. In consideration for the investment, Intraco will pay $10.0 million in cash and issue 100 million new shares in the Company at an issue price of $0.50 per share. The consideration shares are at a premium to Intraco's last done trading price of $0.24.
MHC Digital Group, founded by Carnegie, is an Australian digital asset platform with licences for related businesses in Australia. It combines traditional asset management and investing expertise, with experienced digital asset specialists and has plans to establish itself as a digital asset platform, offering a suite of products across varying touch-points in the market. Its current primary businesses are (1) fund management of a portfolio of digital assets and (2) trading of a wide range of digital assets, and it intends to (a) expand the existing fund management offering, (b) incorporate new trading strategies (including staking) in the development of traditional OTC execution and market making services and (c) provide corporate finance advisory services focused on leveraging an expanded balance sheet to provide a gateway to institutional investors to deploy capital into traditional financial products with exposure to the metaverse and digital asset ecosystem.
Chairman of Intraco, Mak Lye Mun said “This is a truly exciting opportunity for Intraco and one that is potentially transformative for the Company. The investment into MHC Digital Group will allow the Company to gain access to the fast growing digital asset industry. In addition, it will create new revenue streams and enhance our shareholders’ value. We are optimistic that MHC Singapore, as part of Intraco, a Singapore listed company, will be able to accelerate its platform growth more rapidly within the region and beyond.”
Mark Carnegie, co-founder of MHC Digital Group, said “Singapore is one of the most advanced countries in the world when it comes to thinking through how they want to regulate Web 3.0. The issues are complex and challenging but the Singapore authorities understand the importance of addressing these issues as the space evolves and digital asset adoption accelerates.”
Intraco, Carnegie and Sergienko have agreed to sign a definitive agreement in the next two months following the entry into this heads of agreement. The completion of the Investment under the definitive agreement shall be subject to various conditions including the successful completion of the restructuring of the relevant businesses and assets in the MHC Digital Group to be held by MHC Singapore, procurement of the requisite licences and regulatory approvals, satisfactory due diligence and financial performance and shareholders’ approval at an extraordinary general meeting to be held by the Company. A circular will be sent to shareholders and further details will be announced on SGXNet, when available.
Separately, subject to shareholders’ approval, Intraco will issue 40 million warrants at an exercise price of $0.50 to Mr Wong Fong Fui or an entity beneficially owned by Wong for introducing MHC Digital Group and the deal to Intraco. In addition, Wong is likely to be extending a $10 million loan to MHC Singapore for its business purposes.
