POINT ROBERTS, WA / ACCESSWIRE / November 22, 2021 / SMC Entertainment, Inc. ('SMC' or the 'Company') (OTC PINK:SMCE) is pleased to announce that it has executed a definitive share purchase agreement ('Agreement') acquiring 100% equity interest in Genesis Financial, Inc. ('Genesis'), a diversified financial services company with a focus on fintech-powered wealth management advisory services.

Genesis, currently having 23 employees under its purview along with 120 financial consultants, advisors, and representatives,operates its business through two Australian regulated entities in wealth management, tax and accounting advisory services. For the nine months to September 2021 the Australian operations generated gross revenue of approximately $15,765,000 (AUD$21,371,861) and derived EBIT (Earnings Before Income Tax) of approximately $1,035,600 (AUD$1,403,919). All figures are unaudited.

The Genesis acquisition is scheduled to close on or before December 10^th, 2021. Salient points of the SMC, Genesis transaction are set out as follows;

Pursuant to the Agreement:

1. the acquisition is valued at $45 million;
2. SMC will issue convertible Series B Preferred Shares ('Series B Preferred') with a redemption value equal to $45 million;
3. The Series B Preferred are convertible to common shares, in accordance with the SEC Rule 144 restrictions, at a discount of 10% to the preceding 10-day weighted average price prior to any conversion;
4. The new board is authorized to issue up to 20m warrants to Genesis stakeholders and other strategic partners, vendors and advisors at an exercise price of $1 per warrant with a 3-year exercise period from the date of issue;
5. Genesis shall be entitled to nominate two members to the board of directors and the management and executive team of the company will be expanded to reflect the new growth platform. The board will negotiate management and consulting agreements with the extended executive and management team;
6. Immediately on closing, SMC will perform a 2-year audit of its financial statements, attain a reporting issuer status with the SEC, undertake a company name and symbol change, and commence the process to up list to a senior public listing exchange; and
7. SMC will embark on a capital raise of $15 million for further expansion, acquisitions and working capital.

'I am very pleased that the first stage of our consolidation and growth plan has been completed, and we look forward to working together to take our company to the next phase of its development.' stated Warwick Kerridge, Chairman of Genesis. 'We are now positioned to finalize a business model that delivers for our advisors, and those wishing to join us, an opportunity to generate both revenues and value for themselves. This includes our dealer group and delivers to our clients the best practice advisory platform. Finally, but by no means least, we are nicely positioned to provide our stakeholders with the opportunity to be with us at such an exciting time in our corporate journey.'

Erik Blum President of SMC commented 'This is an exciting time and a major inflection point for both companies, as a first step in developing Genesis as the premier FinTech financial services disruptor. The commitment from both teams to realize our combined vision has been tremendous. Management has over 60 years combined experience in financial services, and we have a well-developed plan for disrupting the industry. I am looking forward to quickly closing the transaction, consolidating the books, engaging institutional investment funds, starting the process of up listing, and executing on our clear vision'.

Ron Hughes, Chairman and CEO of SMC, stated 'The market, I believe will be pleasantly awakened to this acquisition. Genesis has a wonderful path ahead of itself, and I am very pleased that our shareholders will be the beneficiaries of Genesis' expansion into the United States. Closing this transaction can clearly put 2022 on notice, that it will be a rousing year indeed for both Genesis and SMC shareholders.'

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 Accounting 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 that is focused on acquisition and support of proven commercialized financial services and technology (fintech) companies. SMC's multi-discipline growth by acquisition approach is a building platform and block to enhance revenues and shareholder equity. For more information, visit www.smceinc.com

Press Release Contact:

Ronald E Hughes
Chief Executive Officer
SMC Entertainment, Inc.
[email protected]

Safe Harbor Statement

This press release contains statements, which may constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of the Company, members of its management, and assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

SOURCE: SMC Entertainment, Inc.