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HAW Capital 2 Corp. Announces Proposed Qualifying Transaction

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Calgary, Alberta–(Newsfile Corp. – December 7, 2021) – HAW Capital 2 Corp. (TSXV: HAW.P) (“HAW2” or the “Company“), a capital pool company as defined under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange“) is pleased to announce details related to an executed letter of intent, dated December 2, 2021 (the “LOI“) with Songistry Inc. (“Songistry“), a private company incorporated under the laws of the Province of Alberta, with respect to a proposed combination of both companies (the “Proposed Transaction“). The Proposed Transaction is expected to be effected by way of a share exchange, a triangular merger or similar transaction pursuant to the terms of a definitive agreement to be entered into by HAW2 and Songistry (the “Definitive Agreement”). The Proposed Transaction is expected to constitute a reverse take-over of HAW2 upon completion, and upon HAW2 shareholder approval, the Company expects to be renamed “Songistry Inc.” (the “Resulting Issuer“). It is intended that the Proposed Transaction, when completed, will constitute the Company’s “Qualifying Transaction” in accordance with Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual. The Proposed Transaction is subject to compliance with all necessary regulatory and other approvals and certain other terms and conditions, including those set out in the Definitive Agreement.

Songistry has developed MDIIO (pronounced mid-EE-Oh), a music asset/copyright management and licensing engine that leverages the latest in artificial intelligence (“AI“) for songwriters, artists, music publishers, record labels, music supervisors, filmmakers and film and TV production companies. Songistry believes that MDIIO is the only music service that combines the needs of creators and creatives in a completely re-imagined and AI supported work-flow.

In connection with the Proposed Transaction, it is anticipated that at least 33,151,282 HAW2 common shares will be issued to Songistry securityholders in exchange for their Songistry securities (the “Songistry Securities“); with an approximate deemed aggregate consideration of $22,000,000 (or $0.15/ HAW2 common share). In addition, the Company anticipates that immediately prior to the closing of the Qualifying Transaction, HAW2, subject to shareholder approval, will cause its share capital to be consolidated on the basis of 4.42:1 so that HAW2’s share capital immediately prior to the closing of the Qualifying Transaction shall consist of 3,167,421 HAW2 common shares.

It is estimated that following closing of the Proposed Transaction and the Concurrent Financing (as described below), HAW2 shareholders will hold approximately 7% of the Resulting Issuer’s common shares and former Songistry securityholders will hold approximately 93% of such common shares.

Closing of the Proposed Transaction is subject to the completion by Songistry of a concurrent equity financing of a minimum of $4,000,000 (the “Minimum Proceeds“) and a maximum of $5,500,000 prior to the closing of the Proposed Transaction at a price of $0.66 per Songistry share (the “Concurrent Financing“). The Concurrent Financing may be completed on a brokered or non-brokered basis or a combination thereof. As of the date of this press release, no broker has been engaged by Songistry in connection with the Concurrent Financing. Concurrent with the completion of the Proposed Transaction, it is expected that one of the directors and officers of HAW2 will be retained as a director of the Resulting Issuer, with the remainder of the directors and officers to be replaced by Songistry nominees.

A more comprehensive news release will be issued by the Company disclosing details of the Proposed Transaction in accordance with the policies of the Exchange, including financial information respecting Songistry, the names and backgrounds of all persons who will constitute principals or insiders of Songistry, and information respecting sponsorship. The Company anticipates such news release will be issued once the Definitive Agreement has been finalized and certain conditions have been met, including: i) approval of the Proposed Transaction by the board of directors of the Company and ii) satisfactory completion of due diligence. Shareholder approval is not expected to be required with respect to the Proposed Transaction under the rules of the Exchange. However, shareholder approval will be required to change the name of the Company and to complete the Share Consolidation. In the event a Definitive Agreement is not reached, the Company will notify its shareholders by way of a news release. Trading in the shares of the Company has been halted and is not expected to resume until the Proposed Transaction is completed or until the Exchange receives the requisite documentation to resume trading. If the Proposed Transaction is completed, the Company expects that the Resulting Issuer will be listed on the Exchange as a technology issuer.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 transaction, any information released or received with respect to the 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

For further information, please contact:

Scott McGregor
Chief Executive Officer
[email protected]

403-669-6065

Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, the structure of the Proposed Transaction, approval of the Exchange of the Proposed Transaction, completion of the Proposed Transaction, the share consolidation, the timing and amount of the Concurrent Financing, the name change and regulatory and shareholder approvals. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “is expected”, “expects” or “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, “believes”, or variations of such words and phrases; or terms that state that certain actions, events, or results “may”, “could”, “would”, “might”, or “will be taken”, “could occur”, or “be achieved”. Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors, including but not limited to obtaining the necessary approvals of the Exchange and the shareholders of the Company, the Company’s ability to complete the Proposed Transaction, completion of the Concurrent Financing, and other risks and uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward- looking information, except in accordance with applicable securities laws.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/106990

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

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