Fintech

Pivotal and GFI Announce Letter of Intent for Proposed Qualifying Transaction

Published

3 years ago

August 9, 2021

Toronto, Ontario–(Newsfile Corp. – August 9, 2021) – Pivotal Financial Corp. (TSXV: PIV.P) (“Pivotal“), a capital pool company listed on the TSX Venture Exchange (the “Exchange“), and Global Food and Ingredients Inc. (“GFI“), a private corporation incorporated under the Canada Business Corporations Act (the “CBCA“) with operations in the plant-based food and agriculture industry, are pleased to announce that they have signed an arm’s length non-binding letter of intent dated August 4, 2021 (the “Letter of Intent“) in respect of a proposed business combination (the “Proposed Transaction“) that would result in the reverse takeover of Pivotal by GFI. It is anticipated that the Proposed Transaction will constitute Pivotal’s “Qualifying Transaction” as such term is defined under Policy 2.4 – Capital Pool Companies of the Exchange. Following the completion of the Proposed Transaction, the resulting entity (the “Resulting Issuer“) will hold all of the assets and continue the business of GFI.

About GFI

GFI was incorporated under the provisions of the CBCA on April 19, 2018 and anticipates that approximately 11,200,000 common shares (the “GFI Shares“) will be issued and outstanding immediately prior to the completion of the Proposed Transaction, assuming the conversion of $5 million principal amount of Convertible Debentures (as defined below).

GFI is a fast-growing Canadian owned and operated plant-based food and ingredients company, connecting the local farm to the global supply chain for peas, beans, lentils, chickpeas and other high protein specialty crops. GFI is organized into three primary business lines: Pea Protein Inputs, Plant-Based Ingredients and Plant-Based Consumer Packaged Goods. GFI buys directly from its extensive network of farmers, processes its products locally at its three wholly-owned processing facilities in Saskatchewan and ships to 36 countries across the world.

Summary of Proposed Transaction

Transaction Structure

The Letter of Intent provides that Pivotal and GFI will negotiate and enter into a definitive agreement in respect of the Proposed Transaction (the “Definitive Agreement“), to be completed by way of a “three-cornered” amalgamation under the CBCA, whereby a newly-formed, wholly-owned subsidiary of Pivotal will amalgamate with GFI and the shareholders of GFI (including purchasers of the Convertible Debentures) will receive common shares of Pivotal (the “Pivotal Shares“) in exchange for their GFI Shares on the basis of five (5) Pivotal Shares (on a post-Consolidation (as defined below) basis) for every one (1) GFI Share, resulting in a reverse takeover of Pivotal by GFI. The deemed price per share of the Pivotal Shares pursuant to the Proposed Transaction will be $0.25 per share, prior to the Consolidation.

Prior to completing the Proposed Transaction, Pivotal will consolidate the Pivotal Shares on the basis of one (1) new Pivotal Share for each five (5) old Pivotal Shares (the “Consolidation“).

It is anticipated that the Resulting Issuer will continue the business of GFI under the name “Global Food and Ingredients Inc.,” or such other name as determined by GFI (the “Name Change“).

Certain common shares of the Resulting Issuer to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of the Exchange, including the securities to be issued to “Principals” (as such term is defined under the policies of the Exchange), which will subject to the escrow requirements of the Exchange.

The Proposed Transaction is subject to, among other things, the negotiation and execution of the Definitive Agreement, each of GFI and Pivotal being satisfied with the results of its due diligence review of the other party, GFI acquiring 100% of the issued and outstanding limited partnership interests of GFI LP, receipt of GFI and Pivotal board approval of the Proposed Transaction, receipt of GFI shareholder approval for the Proposed Transaction and such other matters that may be required to be approved in order to give effect to the Proposed Transaction, receipt of Pivotal shareholder approval of the Consolidation and the Name Change and such other matters that may be required to be approved in order to give effect to the Proposed Transaction, Pivotal and GFI obtaining all necessary consents, orders and regulatory approvals, including the conditional approval of the Exchange, and other standard closing conditions.

Convertible Debenture Offering

GFI is currently undertaking a non-brokered private placement (the “Convertible Debenture Offering“) of convertible debentures (the “Convertible Debentures“). The first tranche of the Convertible Debenture Offering for gross proceeds of approximately $5.2 million closed on July 30, 2021. The Convertible Debentures are unsecured and bear interest at a rate of 7% per annum, payable on maturity. It is anticipated that upon satisfaction or waiver of all conditions precedent to the Proposed Transaction, the principal amount of the Convertible Debentures will automatically convert into GFI Shares at a conversion price of per share equal a 20% discount to the deemed transaction price per Pivotal Share determined pursuant to the Proposed Transaction. The proceeds of the Convertible Debenture Offering will be used primarily for the construction of a pea and lentil flour mill, various agricultural processing equipment, the ongoing development of its consumer products line and for general purposes and working capital of GFI.

Sponsorship

Sponsorship of the Proposed Transaction is required by the Exchange unless an exemption or waiver from this requirement is obtained in accordance with the policies of the Exchange. Pivotal has not yet engaged a sponsor in connection with the Proposed Transaction. Additional information on sponsorship arrangements will be provided once available.

Additional Information

Additional information concerning the Proposed Transaction, Pivotal, GFI and the Resulting Issuer, including financial information of GFI and proposed board and management of the Resulting Issuer, will be provided in subsequent news releases and in Pivotal’s Filing Statement to be filed in connection with the Proposed Transaction, which will be available under Pivotal’s SEDAR profile at www.sedar.com.

Upon closing of the Proposed Transaction, the Resulting Issuer expects to list as a Tier 2 Industrial Issuer on the Exchange.

The Proposed Transaction will not constitute a “Non-Arm’s Length Qualifying Transaction” (as such term is defined under the policies of the Exchange). Accordingly, it is not anticipated that the Proposed Transaction will be subject to the approval of Pivotal shareholders.

In accordance with the policies of the Exchange, Pivotal Shares are currently halted from trading and will remain so until such time as the Exchange determines, which, depending on the policies of the Exchange, may not occur until completion of the Proposed Transaction.

None of the securities to be issued pursuant to the Proposed Transaction have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and any securities issued pursuant to the Proposed Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

About Pivotal

Pivotal is a capital pool company within the meaning of the policies of the TSX Venture Exchange that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the policies of the TSX Venture Exchange, until the completion of its “Qualifying Transaction” (as defined therein), Pivotal will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.

Pivotal currently has issued and outstanding 15,000,000 Pivotal Shares, agent compensation warrants exercisable to acquire 1,000,000 Pivotal Shares at an exercise price of $0.20 per share and incentive stock options exercisable to acquire 1,500,000 Pivotal Shares at a price of $0.20 per share.

For further information:

Pivotal Financial Corp.
C. Fraser Elliot, President and CEO
Phone.: 416-567-3276
Email: [email protected]

Global Food and Ingredients Inc.
Bill Murray, CFO
Phone : 416-840-6801
Email: [email protected]

Neither TSX Venture Exchange nor its Regulation Services Provider (as such term is defined under the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and obtaining all required shareholder approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

All information contained in this news release with respect to Pivotal, GFI, and the Resulting Issuer was supplied by the parties, respectively, for inclusion herein, and Pivotal and its directors and officers have relied on GFI for any information concerning such party.

Forward-Looking Statements

This news release contains forward-looking statements relating to the timing and completion of the Proposed Transaction and related transactions, the future operations of the Pivotal, GFI, and the Resulting Issuer and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements, other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Pivotal’s and GFI’s expectations include the failure to satisfy the conditions to completion of the Proposed Transaction or the Convertible Debenture Offering set forth above, the limited business history of GFI, general market and industry conditions, the impact of the COVID-19 pandemic and other risks detailed from time to time in the filings made by Pivotal, GFI, and the Resulting Issuer with securities regulators.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Pivotal, GFI, and the Resulting Issuer. As a result, Pivotal, GFI, and the Resulting Issuer cannot guarantee that the Proposed Transaction or the Convertible Debenture Offering will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and Pivotal, GFI, and the Resulting Issuer will only update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

Not for distribution to United States newswire services or for release, publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/92543

Fintech

Banking and Capital Markets: Navigating a Complex Future

Published

15 hours ago

November 29, 2024

Zoltan Tundik

banking-and-capital-markets:-navigating-a-complex-future

Curated in collaboration with the London School of Economics and Political Science (LSE)

The global financial industry stands at a pivotal juncture, facing a rapidly evolving landscape shaped by technological disruption, sustainability mandates, and geopolitical uncertainties. The end of prolonged accommodative monetary policies has ushered in an era of increased scrutiny, regulatory tightening, and heightened demand for innovation. At the same time, financial technology (fintech) continues to transform the sector, driving new opportunities and challenges for traditional banking systems.

This article delves into the strategic issues currently defining Banking and Capital Markets. Drawing from expert insights curated by Lutfey Siddiqi, Visiting Professor-in-Practice at LSE, it examines the dynamic risk environment, emerging technology trends, shifts in banking business models, and the growing focus on sustainability and talent development.

Key Issues Influencing Banking and Capital Markets

The Financial Risk Landscape: Heightened geopolitical tensions and regulatory demands are reshaping the industry.
Financial Technology: Emerging technologies such as artificial intelligence (AI) and blockchain offer potential but also pose significant implementation challenges.
Banking Business Models: Institutions are adopting diverse strategies to navigate competition and shifting market demands.
Financial Talent: Attracting the next generation of banking professionals requires a clear purpose and forward-thinking policies.
Sustainability and Finance: Balancing environmental and social goals with immediate business priorities is a growing challenge.

1. Latest Insights: Shifting the Banking Paradigm

Experts highlight the profound challenges and opportunities facing financial institutions today. From geopolitical volatility to advances in fintech, the banking landscape demands unprecedented agility. Recent developments include:

Monetary Policy Adjustments: China’s central bank explores easing policies to boost investment.
Regulatory Scrutiny: Global banking rules, such as Basel 3.1 reforms, are under review, signaling potential shifts in global supervision.
Financial Inclusion: Updates from the Financial Action Task Force (FATF) aim to balance anti-money laundering standards with broader access to financial services.

These trends emphasize the need for financial institutions to anticipate disruptions while fostering resilience and innovation.

2. Strategic Context: Transforming Banking in a High-Stakes Era

2.1 The Financial Risk Landscape

Banks are grappling with an increasingly volatile environment characterized by geopolitical tensions, regulatory reforms, and market disruptions. The end of ultra-loose monetary policies has highlighted weaknesses in traditional funding models, exemplified by the high-profile collapses of Silicon Valley Bank and Credit Suisse in 2023.

Regulators are tightening oversight, expanding their focus to include non-bank institutions and fintech companies. Additionally, rising geopolitical tensions demand localized data operations, robust cybersecurity measures, and new approaches to global strategy.

Key takeaway: In an age of uncertainty, resilience and stability are essential.

2.2 Financial Technology

The Fourth Industrial Revolution continues to reshape banking through advancements like AI, blockchain, and quantum computing. However, challenges remain, such as limited real-world blockchain applications and increasing cybersecurity risks tied to digitalization.

Financial institutions must adopt technology thoughtfully, focusing on solutions that address specific operational pain points and align with organizational goals. Balancing efficiency with contingency planning for outages and cyber threats is paramount.

Key takeaway: Tech adoption must prioritize practicality, security, and alignment with purpose.

2.3 Banking Business Models

Global trends are driving a diversification of banking models. Some institutions are scaling back operations in unprofitable markets, while others are leveraging acquisitions or digital innovation to expand. The rise of big tech competitors—armed with vast behavioral data—adds a new layer of complexity to the competitive landscape.

Emerging trends include:

Consolidation of corporate and private banking services.
Strategic retreats from costly markets, such as HSBC’s exit from US retail banking.
Big tech firms offering financial services as data-driven loss leaders.

Key takeaway: Differentiation and adaptability are critical in a fragmented, competitive market.

2.4 Financial Talent

The banking sector faces a mounting talent crisis, particularly among younger generations who view the industry as outdated or misaligned with their values. To attract top talent, banks must redefine their purpose and emphasize their commitment to sustainability, innovation, and career growth opportunities.

Surveys indicate that young professionals seek workplaces offering training, flexibility, and inclusive leadership. Reskilling initiatives and a focus on digital expertise will also be key to preparing employees for the future.

Key takeaway: A compelling vision for the future of banking is essential to attract and retain top talent.

2.5 Sustainability and Finance

Sustainability has become a focal point for the financial industry, driven by growing demand for ESG (Environmental, Social, and Governance) initiatives. However, backlash against greenwashing and tokenism has led banks to reevaluate their approaches.

Balancing short-term priorities like energy security with long-term goals like combating climate change requires bold leadership. Opportunities abound in areas such as carbon trading, green bonds, and sustainability-linked investment products. However, success demands authenticity and a commitment to systemic change.

Key takeaway: Embedding sustainability into core operations is vital for long-term success.

Transformation Maps: A Strategic Tool for Leaders

This analysis leverages the World Economic Forum’s Strategic Intelligence Transformation Maps, which provide an interconnected view of global trends and challenges. These tools enable leaders to explore key topics, such as cybersecurity, fintech, and sustainability, and understand how they shape the future of Banking and Capital Markets.

Conclusion

The financial industry’s journey through this transformative era requires agility, innovation, and a deep commitment to purpose. From adapting to geopolitical tensions to embracing sustainability and nurturing top talent, financial institutions must strike a delicate balance between tradition and progress.

By leveraging technology, redefining business models, and embedding ESG principles into their strategies, the sector can navigate today’s challenges and build a resilient, forward-thinking future.

For more insights and resources, visit the World Economic Forum’s Strategic Intelligence platform.

The post Banking and Capital Markets: Navigating a Complex Future appeared first on News, Events, Advertising Options.

Fintech

Former MD of SUI Foundation, Greg Siourounis, Joins xMoney Global as Co-Founder and CEO to build MiCA-Regulated Stablecoin Platform

Published

3 days ago

November 27, 2024

Adrienn Sarkany

former-md-of-sui-foundation,-greg-siourounis,-joins-xmoney-global-as-co-founder-and-ceo-to-build-mica-regulated-stablecoin-platform

xMoney Global, the global, inter-bank and cross crypto/fiat integrated payments platform has appointed award-winning economist Dr. Greg Siourounis as Co-Founder and CEO. The company is a Mastercard principal member, with strategic European licenses, such as e-Money and VASP.

As the digital landscape continues to evolve with the coming MiCA regulation, xMoney Global intends to lead Europe into this new transformative EU regulated stablecoin era. Greg Siourounis will lead the integration of xMoney’s advanced blockchain-enabled payments infrastructure with its upcoming stablecoin program. Stablecoins are a key driver of blockchain adoption in today’s market, now surpassing Bitcoin, remittances, and PayPal in annual transaction volume. As such, xMoney’s Global reputation positions it to bridge Web3 innovation with traditional finance, leading Europe into a new transformative EU regulated stablecoin era.

Dr. Greg, who has played a pioneering role in the growth of Sui Foundation as its former Managing Director and who previously founded Everypay, will drive xMoney Global’s next wave of growth. Beyond the standard reference of his academic work in 2024’s Nobel Prize in Economics, Dr. Greg’s career is also decorated with awards such as the 2005 Young Economist Award from The European Economic Association and the 2008 Austin Robinson Prize from The Royal Economic Society. His immediate target will be to focus on partnerships, regulatory alignment and market expansion, as xMoney Global looks to build a comprehensive payments platform that bridges legacy financial systems with the potential of decentralized finance.

Commenting on his appointment, Dr. Greg Siourounis, CEO of xMoney Global, said, “As Europe prepares to embrace MiCA regulation, xMoney Global is positioned to redefine what compliant, secure, and seamless digital payments can be. Our goal is to deliver a solid and trusted ecosystem that combines the strengths of traditional finance with the flexibility of blockchain technology to create a future-ready payment experience.”

Beniamin Mincu, Co-founder of MultiversX, said, “xMoney Global’s mission aligns perfectly with the vision of MultiversX to bring scalable and secure blockchain solutions to mainstream finance. This appointment marks a significant step toward building a more inclusive and resilient financial system.”

The launch of xMoney Global aims to offer a next-gen blockchain-as-a-service module backed by its native stablecoin, with key white-labeled services including acquiring, issuing, onramps/offramps and a sticky loyalty program, all backed by MultiversX’s state-of-the-art sharding technology. Following the surge in crypto markets after Trump’s pro-crypto Presidential win, xMoney will be ideally placed to accelerate real-world adoption as the easiest way for everyone (consumers, retail and e-commerce) to seamlessly access fiat and crypto currencies in an app, card or payment gateway.

The post Former MD of SUI Foundation, Greg Siourounis, Joins xMoney Global as Co-Founder and CEO to build MiCA-Regulated Stablecoin Platform appeared first on News, Events, Advertising Options.

Fintech

Fintech Pulse: A Daily Dive into Industry Innovations and Developments

Published

3 days ago

November 26, 2024

Peter Tolan

fintech-pulse:-a-daily-dive-into-industry-innovations-and-developments

The financial technology sector continues to evolve at a rapid pace, offering innovations that disrupt traditional paradigms. Today’s briefing underscores fintech’s diverse growth avenues: from substantial venture capital plays and strategic partnerships to groundbreaking implementations in lending. Here’s a closer look at recent developments shaping the landscape.

Synapse’s Comeback and Andreessen Horowitz’s Strategic Bet

Source: Axios
Synapse, a financial infrastructure company previously embattled by controversy, is staging a remarkable comeback, backed by none other than venture capital heavyweight Andreessen Horowitz (a16z). With this new infusion of funds, Synapse aims to consolidate its position as a premier platform for building financial services tools.

This resurgence demonstrates the resilience of the fintech ecosystem, where innovation often prevails over turbulence. Synapse’s renewed vigor also signals that top-tier investors remain bullish on infrastructural solutions pivotal to the future of digital finance. Andreessen Horowitz’s participation not only validates Synapse’s model but also underscores the VC giant’s enduring interest in fintech infrastructure, even amid global economic uncertainties.

Analysis:
This partnership exemplifies the dynamism within fintech, highlighting the interplay of innovation, capital, and resilience. It also raises questions about the broader implications of giving second chances to firms with turbulent histories. While Synapse’s evolution could inspire others, it also places a spotlight on governance and accountability in high-growth sectors.

Israel’s Fintech Scene Gets a Boost with Investment in Finova Capital

Source: Calcalistech
Israeli fintech startup Finova Capital has raised an impressive $20 million in a funding round led by prominent institutional investors. This marks a significant milestone for the company as it seeks to expand its suite of financial solutions aimed at underserved markets.

Israel’s fintech ecosystem has long been recognized as a hub of innovation, and this latest investment only reinforces its global standing. Finova Capital’s focus on empowering smaller businesses and fostering financial inclusivity aligns with emerging trends where tech-driven solutions bridge critical gaps in financial services.

Analysis:
With this funding, Finova is poised to enhance its technological offerings while contributing to economic inclusion. However, the broader fintech industry will watch closely to see how the company leverages this capital amid increasing competition from regional and global players.

India’s Yubi Plans a Fundraising Push

Source: Bloomberg
Yubi, a prominent Indian fintech platform backed by Insight Partners, is reportedly preparing for a new fundraising round. Having already established itself as a leader in credit infrastructure, Yubi aims to bolster its offerings and expand its market footprint.

India’s fintech landscape is witnessing explosive growth, with platforms like Yubi playing a critical role in the credit ecosystem. Yubi’s planned fundraising reflects the broader appetite for scaling solutions that streamline credit access, particularly in emerging markets where traditional lending models often fall short.

Analysis:
This development highlights two key trends: the increasing reliance on credit platforms in high-growth economies and the strategic role of international investors like Insight Partners in driving fintech innovation. Yubi’s expansion plans could set a precedent for other regional fintech players seeking to scale amid global economic headwinds.

Provenir and Hastings Financial Services Win Global Recognition

Source: Business Wire
In a testament to the transformative power of digital lending solutions, Provenir and Hastings Financial Services have been jointly recognized for the Best Digital Lending Implementation at the IBSi Global Fintech Innovation Awards. This accolade underscores the success of their collaboration in modernizing the lending process through cutting-edge technology.

Provenir’s advanced decision-making platform and Hastings Financial Services’ lending expertise have delivered a solution that significantly enhances user experience, operational efficiency, and risk management. Such innovations highlight the increasing role of partnerships in advancing fintech’s digital transformation.

Analysis:
This recognition not only validates the efficacy of digital lending but also emphasizes the importance of partnerships in driving innovation. It signals to the industry that collaboration can be a powerful tool for staying ahead in a rapidly evolving marketplace.

Microf and Quantum Financial Technologies Forge New Alliances

Source: PR Newswire
Microf, a financial solutions provider, has announced a strategic partnership with Quantum Financial Technologies. This collaboration aims to expand lending solutions for contractors, providing streamlined access to capital for businesses in need of flexible financing options.

This partnership is a timely response to the growing demand for specialized financial products in niche markets. By leveraging Quantum’s technology, Microf can now offer more tailored solutions, particularly to contractors navigating complex financial requirements.

Analysis:
This development reflects a growing trend: the diversification of fintech offerings to serve specific market segments. As competition in mainstream fintech intensifies, targeting underserved niches could become a defining strategy for success.

Key Takeaways for the Fintech Ecosystem

Resilience in Fintech Funding: Despite economic uncertainties, venture capital continues to fuel innovative fintech players like Synapse and Finova Capital.
Regional Growth Stories: From Israel to India, fintech ecosystems are thriving, attracting global attention and investment.
Collaboration as a Catalyst: The success of partnerships like Provenir-Hastings and Microf-Quantum underscores the importance of strategic alliances.
The Power of Recognition: Awards like the IBSi Fintech Innovation Awards validate industry achievements, inspiring others to push the envelope.
Focus on Inclusion: Whether through credit platforms or lending solutions, fintech is playing a pivotal role in fostering financial inclusivity worldwide.

Looking Ahead: Challenges and Opportunities

The fintech sector’s journey is far from linear. Regulatory complexities, technological disruptions, and market volatility remain persistent challenges. However, as seen in today’s developments, the opportunities far outweigh the risks. By prioritizing innovation, collaboration, and inclusivity, fintech players can navigate the complexities of the global financial landscape.

This moment in fintech history is pivotal. It’s a time for bold decisions, strategic partnerships, and a commitment to bridging financial divides. As industry players rise to the occasion, the road ahead promises a future where technology and finance intertwine to empower individuals and businesses alike.

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