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RG One Corp. and Flow Water Inc. Enter into Letter of Intent for a Business Combination

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Toronto, Ontario–(Newsfile Corp. – December 21, 2020) – RG One Corp. (“RG One” or the “Company“) and Flow Water Inc. (“Flow“) are pleased to announce that they have entered into a letter of intent (“LOI“) to complete a going-public transaction in Canada for Flow (the “Proposed Transaction“).

Introduced in 2015, Flow Alkaline Spring Water™ is a premium water wellness brand, sold throughout North America. Flow’s naturally alkaline spring water is offered in a range of flavors, and because of its unique origins contains naturally occurring electrolytes, essential minerals, and an alkaline pH. As part of its innovation into functional beverages, Flow has recently introduced a new line of collagen-infused waters.

Flow is dedicated to sustainability and is a B-Corp Certified company. Founded by serial entrepreneur Nicholas Reichenbach, Flow was based on the belief that naturally sourced spring water is one of the best forms of hydration, and that it should be delivered in an eco-friendly package designed to have a low carbon footprint. All Flow products are carefully sourced from its protected springs and packaged in a Tetra Pak plant-fiber based carton, made from up to 75 percent renewable resources.

Flow Alkaline Spring Water™ is available at over 20,000 retailers across the United States and Canada including Whole Foods Market, Loblaws, Sobeys, Metro, Rexall, Farm Boy, Sprouts Farmers Market, CVS, Safeway, Wegmans, Harris Teeter, Walmart, Giant Eagle, Bristol Farms, Raley’s, Vitamin Shoppe, and Duane Reade.

In accordance with the terms of the LOI, it is anticipated that the Company will establish a wholly-owned subsidiary which will amalgamate with Flow, following which the resulting amalgamated entity will continue to carry on the business of Flow as a wholly-owned subsidiary of the Company by way of a “three-corned amalgamation or by way of plan of arrangement. For convenience, Flow, as it will exist after completion of the Proposed Transaction, is sometimes referred to as the “Resulting Issuer“.

The closing of the Proposed Transaction is subject to the receipt of all necessary regulatory and third-party consents and approvals, including without limitation, the listing of the common shares of the Resulting Issuer (the “Resulting Issuer Shares“) on the Toronto Stock Exchange (the “Exchange“). Following completion of the Proposed Transaction, it is anticipated that the Company will be listed on the Exchange under the name “Flow Water Inc.”

In connection with completion of the Proposed Transaction, Flow intends to complete a brokered private placement financing (the “Financing”), led by Stifel Nicolaus Canada Inc. (“Stifel GMP“), of subscription receipts (the “Subscription Receipts“) to accredited investors, priced in the context of the market, for aggregate gross proceeds of a minimum of CAD$25,000,000 (not including any over-allotment option granted to Stifel GMP) (the “Subscription Receipt Financing“). Proceeds of the Subscription Receipt Financing will be held in escrow pending completion of the Proposed Transaction. Immediately prior to completion of the Proposed Transaction, the Subscription Receipts will automatically be converted into Resulting Issuer Shares and warrants to purchase Resulting Issuer Shares. In addition, Flow intends to undertake an arm’s length non-brokered private placement of approximately CDN$13,000,000 of units (the “Non-Brokered Financing” and together with the “Subscription Receipt Financing“, the “Financings“).

In accordance with the terms of the Proposed Transaction, it is contemplated that: (i) the Company will consolidate (the “Consolidation“) its common share capital at a consolidation ratio to be announced in a subsequent news release; and (ii) the holders of common shares of Flow (including those investors in the Financings) will receive one post-Consolidation common share of the Company in exchange for each outstanding common share of Flow. Following completion of the Proposed Transaction, the securityholders of Flow (including those investors in the Financings) will hold a significant majority of the outstanding post-Consolidation common shares of the Resulting Issuer.

If required, a meeting of RG One shareholders will be held prior to the closing of the Proposed Transaction to obtain shareholder approval for (i) the Proposed Transaction; (ii) the Consolidation; (iii) continuation of RG One into the federal jurisdiction of Canada; (iv) the amendment to its articles to create classes of subordinate voting shares and multiple voting shares; and (v) the changing of the name of RG One to “Flow Water Inc.”, or such other name jointly agreed to by RG One and Flow.

Closing of the Proposed Transaction is subject to a number of conditions including completion of satisfactory due diligence, entering into of a definitive agreement, completion of the Subsequent Receipt Financing, approval of the Exchange and satisfaction of other closing conditions as are customary in transactions of this nature. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

A comprehensive news release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange. Readers are encouraged to review the disclosure documents which will be prepared by the Company in connection with the Proposed Transaction and which will be made available under the Company’s profile on SEDAR.

RG One and Flow will provide further details in respect of the Proposed Transaction including a summary of financial information and the Financings in due course once available by way of press release. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

For more information regarding RG One Corp. please contact:
Isaac Maresky, President & Chief Executive Officer, [email protected]

For more information regarding Flow Water Inc., please contact:
ICR, Inc.: Investors: [email protected] or Media: [email protected]

Forward-Looking Information

This news release contains certain forward-looking statements that reflect the current views and/or expectations of management of RG One and Flow with respect to performance, business and future events, including but not limited to express or implied statements and assumptions regarding the intention of RG One and Flow to negotiate for or complete the Proposed Transaction and the Financings. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which RG One and Flow operate. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. In particular, there is no guarantee that the parties will successfully negotiate and enter into the Definitive Agreement or complete the Proposed Transaction contemplated herein, that RG One’s due diligence will be satisfactory or that RG One will obtain any required shareholder or regulatory approvals, including the listing of the Resulting Issuer Shares on an Exchange. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. Neither of RG One nor Flow undertakes any obligation to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

All information contained in this press release with respect to Flow, its business and proposed corporate reorganization and financing was supplied by Flow for inclusion herein. RG One has not conducted due diligence on the information provided and does not assume any responsibility for the accuracy or completeness of such information.

Trading in the securities of RG One should be considered highly speculative. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/70771

Fintech

How to identify authenticity in crypto influencer channels

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Modern brands stake on influencer marketing, with 76% of users making a purchase after seeing a product on social media.The cryptocurrency industry is no exception to this trend. However, promoting crypto products through influencer marketing can be particularly challenging. Crypto influencers pose a significant risk to a brand’s reputation and ROI due to rampant scams. Approximately 80% of channels provide fake statistics, including followers counts and engagement metrics. Additionally, this niche is characterized by high CPMs, which can increase the risk of financial loss for brands.

In this article Nadia Bubennnikova, Head of agency Famesters, will explore the most important things to look for in crypto channels to find the perfect match for influencer marketing collaborations.

 

  1. Comments 

There are several levels related to this point.

 

LEVEL 1

Analyze approximately 10 of the channel’s latest videos, looking through the comments to ensure they are not purchased from dubious sources. For example, such comments as “Yes sir, great video!”; “Thanks!”; “Love you man!”; “Quality content”, and others most certainly are bot-generated and should be avoided.

Just to compare: 

LEVEL 2

Don’t rush to conclude that you’ve discovered the perfect crypto channel just because you’ve come across some logical comments that align with the video’s topic. This may seem controversial, but it’s important to dive deeper. When you encounter a channel with logical comments, ensure that they are unique and not duplicated under the description box. Some creators are smarter than just buying comments from the first link that Google shows you when you search “buy YouTube comments”. They generate topics, provide multiple examples, or upload lists of examples, all produced by AI. You can either manually review the comments or use a script to parse all the YouTube comments into an Excel file. Then, add a formula to highlight any duplicates.

LEVEL 3

It is also a must to check the names of the profiles that leave the comments: most of the bot-generated comments are easy to track: they will all have the usernames made of random symbols and numbers, random first and last name combinations, “Habibi”, etc. No profile pictures on all comments is also a red flag.

 

LEVEL 4

Another important factor to consider when assessing comment authenticity is the posting date. If all the comments were posted on the same day, it’s likely that the traffic was purchased.

 

2. Average views number per video

This is indeed one of the key metrics to consider when selecting an influencer for collaboration, regardless of the product type. What specific factors should we focus on?

First & foremost: the views dynamics on the channel. The most desirable type of YouTube channel in terms of views is one that maintains stable viewership across all of its videos. This stability serves as proof of an active and loyal audience genuinely interested in the creator’s content, unlike channels where views vary significantly from one video to another.

Many unauthentic crypto channels not only buy YouTube comments but also invest in increasing video views to create the impression of stability. So, what exactly should we look at in terms of views? Firstly, calculate the average number of views based on the ten latest videos. Then, compare this figure to the views of the most recent videos posted within the past week. If you notice that these new videos have nearly the same number of views as those posted a month or two ago, it’s a clear red flag. Typically, a YouTube channel experiences lower views on new videos, with the number increasing organically each day as the audience engages with the content. If you see a video posted just three days ago already garnering 30k views, matching the total views of older videos, it’s a sign of fraudulent traffic purchased to create the illusion of view stability.

 

3. Influencer’s channel statistics

The primary statistics of interest are region and demographic split, and sometimes the device types of the viewers.

LEVEL 1

When reviewing the shared statistics, the first step is to request a video screencast instead of a simple screenshot. This is because it takes more time to organically edit a video than a screenshot, making it harder to manipulate the statistics. If the creator refuses, step two (if only screenshots are provided) is to download them and check the file’s properties on your computer. Look for details such as whether it was created with Adobe Photoshop or the color profile, typically Adobe RGB, to determine if the screenshot has been edited.

LEVEL 2

After confirming the authenticity of the stats screenshot, it’s crucial to analyze the data. For instance, if you’re examining a channel conducted in Spanish with all videos filmed in the same language, it would raise concerns to find a significant audience from countries like India or Turkey. This discrepancy, where the audience doesn’t align with regions known for speaking the language, is a red flag.

If we’re considering an English-language crypto channel, it typically suggests an international audience, as English’s global use for quality educational content on niche topics like crypto. However, certain considerations apply. For instance, if an English-speaking channel shows a significant percentage of Polish viewers (15% to 30%) without any mention of the Polish language, it could indicate fake followers and views. However, if the channel’s creator is Polish, occasionally posts videos in Polish alongside English, and receives Polish comments, it’s important not to rush to conclusions.

Example of statistics

 

Wrapping up

These are the main factors to consider when selecting an influencer to promote your crypto product. Once you’ve launched the campaign, there are also some markers to show which creators did bring the authentic traffic and which used some tools to create the illusion of an active and engaged audience. While this may seem obvious, it’s still worth mentioning. After the video is posted, allow 5-7 days for it to accumulate a basic number of views, then check performance metrics such as views, clicks, click-through rate (CTR), signups, and conversion rate (CR) from clicks to signups.

If you overlooked some red flags when selecting crypto channels for your launch, you might find the following outcomes: channels with high views numbers and high CTRs, demonstrating the real interest of the audience, yet with remarkably low conversion rates. In the worst-case scenario, you might witness thousands of clicks resulting in zero to just a few signups. While this might suggest technical issues in other industries, in crypto campaigns it indicates that the creator engaged in the campaign not only bought fake views and comments but also link clicks. And this happens more often than you may realize.

Summing up, choosing the right crypto creator to promote your product is indeed a tricky job that requires a lot of resources to be put into the search process. 

Author Nadia Bubennikova, Head of agency  at Famesters

Author

Nadia Bubennikova, Head of agency at Famesters

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Fintech

Central banks and the FinTech sector unite to change global payments space

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The BIS, along with seven leading central banks and a cohort of private financial firms, has embarked on an ambitious venture known as Project Agorá.

Named after the Greek word for “marketplace,” this initiative stands at the forefront of exploring the potential of tokenisation to significantly enhance the operational efficiency of the monetary system worldwide.

Central to this pioneering project are the Bank of France (on behalf of the Eurosystem), the Bank of Japan, the Bank of Korea, the Bank of Mexico, the Swiss National Bank, the Bank of England, and the Federal Reserve Bank of New York. These institutions have joined forces under the banner of Project Agorá, in partnership with an extensive assembly of private financial entities convened by the Institute of International Finance (IIF).

At the heart of Project Agorá is the pursuit of integrating tokenised commercial bank deposits with tokenised wholesale central bank money within a unified, public-private programmable financial platform. By harnessing the advanced capabilities of smart contracts and programmability, the project aspires to unlock new transactional possibilities that were previously infeasible or impractical, thereby fostering novel opportunities that could benefit businesses and consumers alike.

The collaborative effort seeks to address and surmount a variety of structural inefficiencies that currently plague cross-border payments. These challenges include disparate legal, regulatory, and technical standards; varying operating hours and time zones; and the heightened complexity associated with conducting financial integrity checks (such as anti-money laundering and customer verification procedures), which are often redundantly executed across multiple stages of a single transaction due to the involvement of several intermediaries.

As a beacon of experimental and exploratory projects, the BIS Innovation Hub is committed to delivering public goods to the global central banking community through initiatives like Project Agorá. In line with this mission, the BIS will soon issue a call for expressions of interest from private financial institutions eager to contribute to this ground-breaking project. The IIF will facilitate the involvement of private sector participants, extending an invitation to regulated financial institutions representing each of the seven aforementioned currencies to partake in this transformative endeavour.

Source: fintech.globa

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TD Bank inks multi-year strategic partnership with Google Cloud

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TD Bank has inked a multi-year deal with Google Cloud as it looks to streamline the development and deployment of new products and services.

The deal will see the Canadian banking group integrate the vendor’s cloud services into a wider portion of its technology solutions portfolio, a move which TD expects will enable it “to respond quickly to changing customer expectations by rolling out new features, updates, or entirely new financial products at an accelerated pace”.

This marks an expansion of the already established relationship between TD Bank and Google Cloud after the group previously adopted the vendor’s Google Kubernetes Engine (GKE) for TD Securities Automated Trading (TDSAT), the Chicago-based subsidiary of its investment banking unit, TD Securities.

TDSAT uses GKE for process automation and quantitative modelling across fixed income markets, resulting in the development of a “data-driven research platform” capable of processing large research workloads in trading.

Dan Bosman, SVP and CIO of TD Securities, claims the infrastructure has so far supported TDSAT with “compute-intensive quantitative analysis” while expanding the subsidiary’s “trading volumes and portfolio size”.

TD’s new partnership with Google Cloud will see the group attempt to replicate the same level of success across its entire portfolio.

Source: fintechfutures.com

The post TD Bank inks multi-year strategic partnership with Google Cloud appeared first on HIPTHER Alerts.

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