SMC and Genesis Financial Agree to Vary Scope of Current Relationship and Execute $3.3 Million Investment and Exclusive Distribution Agreements

Rhea-AI Summary

SMC Entertainment, Inc. (OTC PINK:SMCE) has entered an Agreement with Genesis Financial Inc. to alter their relationship due to regulatory challenges in the Australian financial sector. The agreement includes the termination of a Stock Purchase Agreement from November 2021, granting Genesis the right to acquire a 10% equity interest in SMC for $3 million, alongside the issuance of 20 million common shares to Genesis for exclusive marketing of SMC's Fintech products in Australia. SMC will receive $300,000 from Genesis, enhancing its financial position as it continues to innovate in the Fintech landscape.

Positive

• SMC to receive $300,000 from Genesis, improving liquidity.
• Genesis granted a 10% equity interest in SMC, increasing valuation to $30 million post-Fyniti acquisition.

Negative

• Termination of prior Stock Purchase Agreement may signal reduced growth prospects.
• Issuing 20 million restricted common shares may dilute existing shareholders' equity.

BOCA RATON, FL / ACCESSWIRE / February 21, 2023 / SMC Entertainment, Inc. ("SMC" or the "Company") (OTC PINK:SMCE), an incubator company focused on acquisition and support of commercialized financial services and technology (Fintech) companies, and Genesis Financial Inc. ("Genesis"), a diversified financial services company with a focus on Fintech-powered wealth management advisory services, are pleased to announce that they have reached an agreement to vary the nature and scope of the relationship between the two companies ("Agreement") due to existing limitations and restrictions in the Australian financial services sector. Pursuant to the Agreement, SMC and Genesis have agreed:

• to terminate the stock purchase agreement ("Stock Purchase Agreement") that was executed on November 18, 2021, between SMC and Genesis whereby SMC acquires majority interest in Genesis;
• SMC grants Genesis the right to acquire a 10% equity interest in SMC for the sum of $3,000,000 by issuing 300,000 Series B Preferred Shares of SMC to Genesis (on a fully diluted basis); giving SMC a valuation of $30 million post completion of SMC's recently announced Letter of Intent to acquire AI-enabled wealth management technology platform provider, Fyniti Global Equities EBT Inc. ("Fyniti");
• SMC receives $300,000 from Genesis; $50,000 upon Agreement execution and $250,000 within sixty (60) days thereafter;
• SMC and Genesis will execute a distribution agreement ("Distribution" Agreement") whereby Genesis will market, promote, and distribute SMC's Fintech products on exclusive basis in the Australian market. As an inducement for signing the Distribution Agreement, SMC will issue to Genesis 20,000,000 common shares from SMC's treasury. These shares will be "restricted securities" for purposes of the 1933 Act or Rule 144 for at least two (2) years from date of issuance;
• Mr. Chuck Provini will remain on SMC's board of Directors; and
• Mr. Warwick Kerridge will head SMC's newly created advisory board and will be SMC's consultant in Australia.

"It has become clear that the regulatory framework within which our business operates demands a separation of product and service and to that end it is necessary that the nature of our commercial relationship needed to change to ensure that both parties and their respective stakeholders have a clear vision of the services they offer and the manner in which those products and services are marketed," said Warwick Kerridge, Director of Genesis. "The changes that we have agreed to will allow both companies to work together in an environment that is not conflictual and is complimentary. This is by no means an agreement to separate but one which allows a closer connection. Genesis will continue to review its broader commercial objectives regarding the wider broker dealer and advisory services and we are actively considering opportunities."

"I endorse wholeheartedly the comments made by Warwick," stated Erik Blum, President of SMC. "We look forward to working with Genesis in a more focused manner and having our Fintech products promoted in Australia under the Genesis brand name."

About Genesis Financial, Inc.

Genesis is a diversified financial services company focusing on fintech-powered wealth management business mainly through two Australian regulated entities in wealth management, tax and accounting advisory services. The two operating subsidiaries are Ballast Holdings and The Financial Link Group. For more information, visit www.ballast.com.au and www.tflg.com.au.

About SMC Entertainment, Inc.

SMC is a versatile holding company focused on acquisition and support of proven commercialized financial services and technology (Fintech) companies. SMC's multi-discipline growth by acquisition approach is to enhance revenues and shareholder equity. For more information, visit www.smceinc.com.

Press Release Contact

Erik Blum
President
SMC Entertainment, Inc.

Ron Hughes
Corporate Administrator
ron.hughes.operations@gmail.com
360-820-5973

Safe Harbor Statement

Some of the statements in this press release may be forward-looking statements or statements of future expectations based on currently available information. Such statements are naturally subject to risks and uncertainties. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets, and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. The Company does not make any representation or warranty, express or implied, regarding the accuracy, completeness, or updated status of such forward-looking statements or information provided by the third-party. Therefore, in no case whatsoever will the Company and its affiliate companies be liable to anyone for any decision made or action taken in conjunction with the information and/or statements in this press release or any related damages.

SOURCE: SMC Entertainment, Inc.

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https://www.accesswire.com/740053/SMC-and-Genesis-Financial-Agree-to-Vary-Scope-of-Current-Relationship-and-Execute-33-Million-Investment-and-Exclusive-Distribution-Agreements

FAQ

What is the recent agreement between SMC and Genesis Financial?

SMC and Genesis Financial have agreed to terminate their previous Stock Purchase Agreement and modify their business relationship due to Australian regulatory challenges.

How much equity interest is Genesis acquiring in SMC?

Genesis will acquire a 10% equity interest in SMC for $3 million.

What financial benefit will SMC receive from Genesis under the new agreement?

SMC will receive $300,000 from Genesis, with $50,000 upfront and the remaining $250,000 within 60 days.

How does this agreement affect SMC's stock valuation?

The agreement values SMC at $30 million following the acquisition of Fyniti Global Equities EBT Inc.

What are the implications of issuing 20 million shares to Genesis?

The issuance of 20 million shares to Genesis for marketing purposes could dilute existing shareholders' equity.