Vancouver, British Columbia–(Newsfile Corp. – April 30, 2020) – BMGB Capital Corp. (TSXV: BMGB.P) (“BMGB” or the “Company”) is pleased to announce that it has entered into a binding letter of intent (the “LOI”) dated April 28, 2020 respecting the proposed acquisition by BMGB of NAVCO Pharmaceuticals Limited (“NAVCO”) (the “Transaction”). Under the LOI, BMGB and NAVCO have agreed to act in good faith to draft, negotiate and execute a definitive share exchange agreement or other similar form of agreement (the “Definitive Agreement”) respecting the Transaction, which will supersede the LOI. The Transaction is intended to qualify as BMGB’s “Qualifying Transaction” as defined by Policy 2.4 of the TSX Venture Exchange (the “Exchange”).
Trading of the common shares of BMGB will remain halted in connection with the dissemination of this news release and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4. Further details of the proposed Transaction will follow in future news releases.
NAVCO manufactures and researches nano-technology products and materials using Computerized Nano-meter Algorithms (“CAN”). These products have applications in the medical, textile, chemical and additive industries. NAVCO’s products are tailored to defend against microorganisms such as viruses, bacteria, fungi, and genetic manipulation tools such as clustered regularly interspaced short palindromic repeats (“CRISPR”).
NAVCO’s low cost BioActive stream nano-technology allows for manufacturing of nano-scale structures that have important biological implications for medical, veterinary, food, additive and other industrial uses.
NAVCO has three main product lines, namely, an aerosol spray, a cream and nano BioActive-Silver. The Aerosol spray provides long lasting, active protection against microorganisms and can be used on walkways, hallways, countertops and many other surfaces. NAVCO’s cream is geared toward long lasting active protection of skin against microorganisms. NAVCO’s nano silver is the most biologically active product line used on the market for uses in wound and bone healing, drug delivery systems, detection technologies and multiple other uses.
NAVCO’s production and headquarters is located in Burlington, Ontario, Canada.
The Transaction is expected to proceed by way of share exchange agreement under which BMGB will issue an aggregate of up to 14,500,000 BMGB common shares pro rata to the NAVCO shareholders at deemed price of $0.30 per share, representing an aggregate valuation for NAVCO under the Transaction of up to $4,350,000. The Transaction is subject to completion of certain conditions precedent, including without limitation: execution of the Definitive Agreement; the preparation and filing of a Filing Statement with the Exchange; completion by BMGB of a private placement (the “Private Placement”) for gross proceeds of no less than $1,450,000; completion of satisfactory mutual due diligence; receipt of required shareholder approvals; and receipt of all necessary regulatory and Exchange approvals.
Under the Private Placement, BMGB will raise gross proceeds of no less than $1,450,000 through the issuance of common shares, anticipated to be at a price of $0.30 for share. The Private Placement may also include the issuance of share purchase warrants, if agreed to in writing by the parties. The Company will provide further information respecting the Private Placement in due course.
In conjunction with the closing of the Transaction, the resulting issuer (the “Resulting Issuer”) will change its name to a name mutually determined by BMGB and NAVCO, acting reasonably. On closing of the Transaction, and assuming that BMGB issues 14,500,000 shares pro rata to the NAVCO shareholders and raises $1,450,000 under the Private Placement at a price of $0.30 per share, the Resulting Issuer will have 23,833,333 common shares issued and outstanding. The current shareholders of BMGB would hold approximately 18.88% of the shares of the Resulting Issuer, participants in the Private Placement would hold approximately 20.28% of the shares of the Resulting Issuer, and the NAVCO shareholders would hold approximately 60.84% of the shares of the Resulting Issuer. The board of directors and management of the Resulting Issuer will be those persons mutually determined by BMGB and NAVCO, acting reasonably.
The Transaction will not constitute a “Non-Arm’s Length Qualifying Transaction” (as such term is defined by the Exchange). In addition, the Transaction is not a “related party transaction” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the Exchange. As a result, no meeting of the shareholders of BMGB is required pursuant to Policy 2.4 of the Exchange or applicable securities laws.
Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies or unless a waiver is granted by the Exchange. BMGB intends to apply for an exemption from the sponsorship requirements under section 3.4 of Exchange Policy 2.2 or a waiver of sponsorship if an exemption from sponsorship is unavailable; however, there can be no guarantee that a waiver will be granted if no exemption is available.
In conjunction with the execution of the LOI, BMGB has provided NAVCO with a loan in the amount of $25,000 that was required to ensure the preservation of NAVCO’s assets. The loan is unsecured, bears interest at 6% per year, compounded monthly, and is repayable on the earlier of: (a) December 31, 2020; and (b) the date which is 30 days after the date on which the LOI is terminated for any reason other than the execution of the Definitive Agreement.
The LOI also provides that, following execution of the LOI, BMGB and NAVCO will in good faith negotiate, draft and execute a loan agreement (the “Loan Agreement”) under which BMGB will make a loan to NAVCO under the following terms: BMGB will make a loan of up to $75,000 to NAVCO to be used by NAVCO for purposes agreed to in writing by BMGB, such consent not to be unreasonably withheld; the loan will be secured against all of the assets of NAVCO; the loan will bear interest at 6% per year, compounded monthly; and the loan will be repayable on or before the earlier of: (a) December 31, 2020; and (b) the date which is 30 days after the date on which the LOI is terminated for any reason other than the execution of the Definitive Agreement. The loan and the Loan Agreement will be subject to Exchange approval.
BMGB is a capital pool company in accordance with Exchange Policy 2.4 and its principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.
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.
Certain statements contained in this press release constitute “forward-looking information” as such term is defined in applicable Canadian securities legislation. The words “may”, “would”, “could”, “should”, “potential”, “will”, “seek”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions as they relate to BMGB and NAVCO, including, the completion of the Private Placement and the Qualifying Transaction, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the companies’ current views and intentions with respect to future events, and current information available to them, and are subject to certain risks, uncertainties and assumptions, including, without limitation: the results of the business of NAVCO; the estimation of capital requirements; the estimation of labour and operating costs; the timing and amount of future business expenditures; and the availability of necessary financing. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include but are not limited to: changes in economic conditions or financial markets; increases in costs; litigation; legislative, environmental and other judicial, regulatory, political and competitive developments; and technological or operational difficulties. This list is not exhaustive of the factors that may affect forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. Should any factor affect the companies in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the companies do not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the companies undertake no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such 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, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
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 news release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/55229
NOVASPARKS EXPANDS ITS OPERATIONS IN ASIA-PACIFIC
NovaSparks™, the leading field programmable gate array (FPGA) market data company, is pleased to announce the appointment of Clément Pelletier as the new sales and marketing director, based in Bangkok, Thailand. Pelletier will report to Dr. Luc Burgun, CEO and president, beginning on December 1st, 2023.
“Clément possesses a wealth of experience that makes him unique in the industry,” said Luc Burgun, NovaSparks’ chief executive officer and president. “His thorough understanding of the sales process, particularly in the field of trading tools which he acquired over 20 years in Asia, makes him ideally suited to drive our sales and marketing initiatives in APAC. We are pleased to welcome Clément and look forward to his leadership in expanding our operations in Asia.”
Pelletier brings to NovaSparks solid experience in sales and marketing in Asia. Most recently, he served as sales director for the APAC office of Horizon Software, a global leader in electronic trading solutions and algorithmic technology. Prior to Horizon Software, he served as CEO of CPIT, an IT services and consulting, specialized in the Fintech industry, based in Hong Kong. Pelletier holds a Master of Engineering from INSA Lyon.
Broadridge Investment Management Technology Enhances Carlyle’s Private Credit and CLO Portfolio Management Operations
Global Fintech leader Broadridge Financial Solutions, Inc. (NYSE:BR) announced today that its cloud-based solution, Sentry, has been implemented at global investment firm Carlyle in support of its private credit and collateralized loan obligation (CLO) portfolio management. The Sentry private credit and CLO portfolio management technology will enable Carlyle to more efficiently manage its deal pipeline, trade compliance and loan operations on a single platform, and scale operations as the platform grows.
“With increased demand in credit products and ongoing growth of our product offerings, we wanted the right technology that would enable us to scale up and achieve a platform approach,” said Jim Keogh, Carlyle’s Managing Director and Head of Operations for Global Credit. “Sentry has smoothly integrated with our technology stack and provides functionality that will improve our capabilities as we grow.”
“Working closely with Carlyle, we customized Sentry to specifically suit their portfolio management requirements, which emphasized the need to help manage all aspects of private credit and CLO administration,” said Mike Sleightholme, Broadridge’s president of international and head of asset management solutions. “This implementation really showcases the value of the flexibility and scalability our solution offers and how it helps position firms for growth.”
Broadridge’s Sentry PM is a scalable web-based solution that provides front-to-back-office functionality to both the private debt and syndicated loan markets to increase overall efficiency, including research and pipeline management, pre- and post-trade compliance, analysis of hypothetical trade scenarios, dynamic waterfall projections, loan administration, and data aggregation across strategies, portfolios and assets.
Nuvei enters global payments partnership with Microsoft
Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, announces today that it has partnered with Microsoft to deliver leading payment experiences for customers of its products, solutions, and services across many of its key markets.
Microsoft will start using Nuvei’s customizable and agile payments technology in the Middle East and the Africa region, while benefiting from Nuvei’s deep knowledge of local markets to optimize its payments for recurring billing and individual transactions across both its Office and Xbox product ranges.
Other benefits of Nuvei’s global payments capabilities Microsoft is harnessing include optimized authorization rates through local acquisition and superior risk management that minimize false declines, as well as Nuvei’s ability to offer all of the relevant local alternative payment methods (APMs) to each market through a single integration. Philip Fayer, Nuvei Chair and CEO said: “Enabling Microsoft to connect to its customers across a wide range of products is testament to our technology and dedication to world-class customer service. We’re excited to optimize payments for such a universal brand that is trusted and relied upon by so many people.”
“We’re pleased to extend our payment solutions to the Middle East and African region,” added Ajith Thekadath, Vice President Global Payments at Microsoft. “Whether it is a one-off purchase, software subscription, or in-game purchasing, payments are critical to our overall customer experience. Partnering with Nuvei enables our customers to pay wherever they are and whenever they want to.”
Extending the partnership across geographies and use cases
Nuvei and Microsoft are committed to extending this partnership across additional markets, as well as exploring new use cases to enhance the overall Microsoft experience. This includes Microsoft Dynamics 365, its business applications technology suite that drives operational efficiency and improved enterprise resource management.
Fayer commented: “As two innovative, technology-led businesses that provide solutions to many of the leading international brands across the globe, it makes sense to explore how we can work more cooperatively as we grow our commercial relationship.”
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