Exhibit 10.1

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INVESTMENT AGREEMENT

This investment agreement (“Agreement”) is entered into as of 3 October 2023, by and between Security Matters PTY Ltd. (ACN 626 192 998) (“SMX”) and True Gold Consortium Pty Ltd ACN 641 483 374 (“TG”), (each of SMX and TG individually, a “Party”, and both collectively, the “Parties”).

Whereas, SMX is a shareholder of TG and also a supplier of services and TG has accumulated a debt to SMX in the amount of AUD 475K (approximate USD 307K) as at June 30, 2023 (“Debt”) and the Parties see to waive the debt against issuance to SMX of an additional equity in TG;

Whereas, the Parties wish to align SMX’s commitment, interests, and resources (R&D, Key Management), more closely with TG’s long-term success in R&D and revenue commercialization and allow continuous seeking of strategic fundamental investment and partnership and continue to commit to R&D services and commercialization similar to the services described in Annex B; and

Whereas, on July 26,2020, the Parties entered into that certain license agreement (“License Agreement”), which included in Schedule 1 thereto a list of intellectual property license to TG;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:

Schedule A Additional intellectual property added to Schedule 1 of the License Agreement

Schedule B Services of the type supplied by SMX to TG

TG shall have the right, within 12 months of the issuance of the Shares, to purchase the Shares from SMX for a purchase price to be decided by an external valuator to estimate the value of Schedule the consideration paid for the Shares B.

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At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

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Schedule A Additional intellectual property added to Schedule 1 of the License Agreement

Part A

Patent families:

PATENT FAMILY 12 (SCU-P-074150):

Management of Recyclable Goods and Their Source

Materials PCT Number: PCT/IL2020/051083

Applicant: SECURITY MATTERS LTD.

International Filing Date: 07 October 2020

Patent Applications in Family 12

PATENT FAMILY 13 (SCU-P-080489):

Systems and Methods for Supply Chain Management and Integrity Verification Via

Blockchain PCT Number: PCT/IL2019/050283

Applicant: SECURITY MATTERS LTD.

International Filing Date:14 March 2019

Patent Applications in Family 13

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PATENT FAMILY 14 (SCU-P-080660):

System and Method for Detection and Identification of Foreign Elements In A Substance PCT

Number: PCT/IB2019/00114

Applicant: SECURITY MATTERS LTD.

International Filing Date: 18 October 2019

Patent Applications in Family 14

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PATENT FAMILY 15 (SCU-P-080846):

Method and System for Classification of

Samples PCT Number: PCT/IL2020/050409

Applicant: SECURITY MATTERS LTD.

International Filing Date:

Patent Applications in Family 15

PATENT FAMILY 16 (SCU-P-081011):

Traceable Composite Polymers and Preparation Methods Thereof Traceable Composite Polymers and Preparation Methods Thereof for Providing Transparency In Production Value Chains

PCT Number: PCT/IL2020/050794

Applicant: SECURITY MATTERS LTD.

International Filing Date: 15 July 2020

Patent Applications in Family 16

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PATENT FAMILY 17 (SCU-P-081011/1):

Traceable Composite Polymers and Preparation Methods Thereof Traceable Composite Polymers and Preparation Methods Thereof for Providing Transparency In Production Value Chains

PCI Number: PCT/IL2020/050793

Applicant: SECURITY MATTERS LTD.

International Filing Date: 15 July 2020

Patent Applications in Family 17

PATENT FAMILY 18 (SCU-P-081076):

Traceable Composite for Marking Seeds and

Plants PCT Number: PCT/IL2020/050956

Applicant: SECURITY MATTERS LTD.

International Filing Date: 02 September 2020

Patent Applications in Family 18

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PATENT FAMILY 19 (SCU-P-081117):

Management of Recyclable Goods and Their Source

Materials PCT Number: PCT/IL2020/051099

Applicant: SECURITY MATTERS LTD.

International Filing Date: 15 October 2020

Patent Applications in Family 19

PATENT FAMILY 20 (SCU-P-081328):

Device and Method for Detection of Viruses By XRF

PCT Number: PCT/IL2021/050325

Applicant: SECURITY MATTERS LTD.

International Filing Date: 24 March 2021

Patent Applications in Family 20

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PATENT FAMILY 22 (SCU-P-081504):

Marking and Tracing of Silk

PCT Number: PCT/IL2021/050938

Applicant: SECURITY MATTERS LTD.

International Filing Date: 03 August 2021

Patent Applications in Family 22

PATENT FAMILY 23 (SCU-P-081525):

Marking and Tracing the Origin of Hide and Leather for Supply Chain Transparency and Liability

PCT Number: PCT/IL2021/050939

Applicant: SECURITY MATTERS LTD.

International Filing Date: 03 August 2021

Patent Applications in Family 23

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Part B

Latest development of SMX’s Blockchain Technology (as extracted from SMX/TG’s LBMA RFP)

1. Executive summary

The document presents a proposal from SMX, trueGold Consortium and their partners to the Request for Proposal launched by LBMA. The trueGold consortium proposes, a digital platform composed of multiple technologies that offer end-to-end traceability of the gold, gold-related, and other metals throughout the entire lifecycle - from Mine to Refinery to trading, recycling, and future reuse. The digital platform leverages a proprietary Physical Security Feature from SMX and Distributed Ledger Technology (DLT) to store in a digital ledger the memory of gold provenance that can be verified and authenticated at each phase, even if it has been remelted or reformed into a new product by a seamless integration, enabling credible ESG reporting in real-time.

trueGold aims to create an industry standard for the gold value chain by introducing a technology-based solution to provide transparency, security, and authenticity.

SMX and trueGold, as its subsidiary, is the first company worldwide to introduce and integrate an innovative tech platform specializing in digital tracking for gold from mine to finished & recycled products for the gold industry, this is in continuous collaboration with The Perth Mint and its cliental that uses gold in their finished products. By this platform, the LBMA and its members are presented with the ability to identify and verify ethical sourcing of gold from each refinery and to demonstrate a higher level of responsibility and certification of premium gold products, which trueGold believes can enable a smarter gold recycling & reuse capabilities to enhance sustainability and circular economy approach. SMX is continuously extending its metals business with precious metals (e.g., silver, platinum) and non-ferrous Metals, along with the successful filing of patents pertaining to gold, aluminum, steel, and cobalt in 2023.

The offering presented in this document focuses on supporting LBMA’s goals of creating a central global platform for its accredited members (i.e., refineries and custodians) to share information with LBMA and comply with all LBMA-accredited Security Features. The focus will be to support the uploading of reports and data from approximately 77 members (i.e., 32 refineries, 2 custodians, and 43 banks) covering the Loco London inventory. The central platform/repository will act as a ‘store’ with dashboards allowing controlled access to the data. This data will be held securely and made available to LBMA members per the data owners’ specific instructions. The platform will be GDPR and PDPA-compliant. In the next phase, trueGold will work with LBMA and third-party stakeholders to securely upload inventory and approved data from London, New York, and Zurich. The aim is to support EU importation requirements and regulations while giving access to the market participants to enable them to report, update, trade, and source gold ethically and in a transparent and auditable manner.

The solution is based on Distributed Ledger Technology as for its distinctive features that set it apart from traditional databases and centralized systems. Tamper proofing, immutability, Proof of provenance and traceability are supported by the highly secured and permission-based digital platform protecting valuable assets from threats of data tampering. The key benefit is the ability to physically protect the gold and gold- related products from being tampered with or involved with fraudulent activities, enhancing the ESG compliance as well as ethical sourcing of precious metals.

trueGold digital system is comprised from infrastructure, which serves as a foundation layer to record and retrieve data from value chain stakeholders (i.e., mining companies, refineries, vaults, Jewellery brands etc.) perform processes utilizing the SMX technology and operational systems. This core infrastructure of the platform provides the basic services required for developing customized applications for the gold value chain stakeholders.

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Based on the infrastructure, trueGold designed and integrated into the digital system software tools to utilize the gathered data and information from the trueGold Platform, to serve various business requirements and needs to enhance the gold value chain.

Implementation of technology and digital platform is designed to be the most seamless and convenient to the involved key stakeholders. trueGold is accountable to entire aspects of delivery, deployment, training, and support of each user. Regarding data governance, the trueGold solution will account for differing levels of data sensitivity, ensuring that appropriate measures are taken for each data category (i.e., restricted, controlled, public), both in terms of data security and data privacy. Data privacy requirements are met according to GDPR. Additionally, the platform is ISO compliant by conforming to industry standards best practices in line with ISO 27001/27017, including access management, endpoint security, regular penetration testing, and security assessments. In terms of risk management processes, these are undertaken in advance of live deployment according to SOX guidelines and will accompany the ongoing lifecycle of the solution as an integrated process.

SMX technology has the exclusivity providing the gold industry true valued key benefits:

The trueGold technology features along with the highly secured digital platform, based on R3 Corda immutable DLT (blockchain) technology, represent a transformative leap forward for the gold industry. By harnessing the intelligence of the platform together with the power of blockchain, trueGold elevates integrity, traceability and security to unprecedented levels but also unlocked new efficiencies and transparency across the entire gold supply chain.

Furthermore, it is important to mention that this project will receive valuable guidance and support from leading cybersecurity Israeli figures - Major General Ami Shafran, formerly in charge of the Israeli Defense Force C41 corps, specializing in electronic warfare and cyber defense. Additionally, Yigal Unna, the former Director General of the Israel National Cyber Directorate, overseeing all aspects of cybersecurity, including policy and technological capabilities for critical infrastructure defense, will play a crucial role. The project will also benefit from the insights of Boon Hui Khoo, former President of INTERPOL, and Chairman of the Minister for Cybersecurity’s Advisory Group, who advises the National Cybersecurity R&D Programme in Singapore.

trueGold remain unwavering, to provide the industry with a trusted, resilient, and technologically advanced platform that empowers stakeholders, safeguards assets, and fosters a new era of integrity in the gold and gold related products market. Together, looking forward to embarking on a journey towards a brighter, more secure future for all participants in this vital and dynamic industry.

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2. Introduction

In the current value chain systems, there is no effortless way to track an asset’s authenticity and provenance. Different attempts to build complex centralized systems with user barcodes, unique electronic product codes, and radio-frequency identification technology to track items through the supply chain. However, these systems relied on centralized authorities and databases and were fundamentally insecure since they had single points of failure that made them exposed to cyberattacks and insider fraud. Low traceability and a fragmented system can result in safety issues, counterfeited goods, and inconsistent data. At the same time, there is a growing need for greater transparency regarding quality and origin of products in the value chain.

Leveraging Distributed Ledger Technology (DLT) provides a better way of solving such problems. Blockchain-based solutions allow tracking and tracing items on an immutable, tamper-proof, non- repudiable, distributed digital ledger. Each transaction indicating a change or a movement of assets within the value chain is recorded in the distributed ledger.

The trueGold platform provides a ledger that represents a chain of events and assets that allows tracking of an asset throughout its lifecycle (from mine to vault), passing through the stage of a product used by an end customer. The DLT helps ensure a transparent and secure way of tracing assets in a shared ecosystem. Different network participants, from custodians to refiners, from market makers to end customers, collaborate on the blockchain platform to create an immutable chain of custody. A tamper-proof and auditable ledger can be created to provide complete traceability of goods across the value chain of gold, silver, and other assets. Specific asset-trusted quality certificates can be generated due to immutable property of Blockchain.

This document presents the trueGold solution, an out-of-the-shelf solution for transparently trace assets through all value chain stages. The solution covers most of the requirements listed in the Request for Proposal launched by LBMA about supply chain integrity.

Proprietary SMX’s technology or other accredited technologies can be used to mark the asset with a marker to enable identification, proof of authenticity, and traceability that, in collaboration with the platform, allows for visualization and retrieval of reports about the lifecycle of one or more assets.

Overall, our proposal provides a solution to a technological platform to track & trace any asset to identify its provenance, prove its authenticity, and trace its path across its lifecycle.

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3. The Proposed Digital Solution

trueGold is a digital platform that provides a secure, safe, and stable way for sharing information with and between LBMA and its members.

The solution is a combination of state-of-the-art technologies, such as,

The trueGold platform offers the following high-level features:

Certain Identified Information Has Been Excluded From The Exhibit Because It Is Both (I)

Not Material And (Ii) Would Be Competitively Harmful If Publicly Disclosed

Schedule B Services of the type supplied by SMX to TG

[***]

Exhibit 99.1

SMX News Release:

SMX Secures Majority Stake in True Gold Consortium

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:

INVESTOR RELATION ENQUIRIES

Eric Dusansky

Inflection Partners, New Orleans, USA

P: +1 917 420 1309 or +1 504 381 4603

E: eric@inflectionpartnersllc.com

SMX GENERAL ENQUIRIES

E: info@securitymattersltd.com

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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