Fintech
AF1 Enters into a Letter of Intent to Acquire Interest in PureKana, LLC
Vancouver, British Columbia–(Newsfile Corp. – May 12, 2020) – AF1 Capital Corp. (TSXV: AFC.P) (“AF1” or the “Corporation“) is pleased to announce that AFI has entered into a non-binding letter of intent (the “LOI“) dated May 11, 2020, with Heavenly RX Ltd. (“Heavenly RX“), PureKana, LLC (“PureKana“), Cody J. Alt, and Jeff Yauck, outlining the terms and conditions of a proposed transaction (the “Proposed Transaction“) pursuant to which AF1 would acquire Heavenly RX’s indirectly-held 50.1% equity interest in PureKana. The LOI was negotiated at arm’s length.
AF1 is a “Capital Pool Company” (“CPC“) and intends the Proposed Transaction to constitute a “Qualifying Transaction” as such terms are defined in Policy 2.4 – Capital Pool Companies (the “CPC Policy“) of the TSX Venture Exchange (the “TSXV“). Upon successful completion of the Proposed Transaction, the Corporation will change its name to “PureKana Corp.”, or such other name as agreed by the parties, subject to applicable regulatory approvals.
About PureKana, LLC
Recognized as a leading cannabidiol (“CBD“) brand in the United States, PureKana has operated a profitable direct-to-consumer online business since its inception in 2017. Their product lineup includes high quality CBD that can be consumed in the form of tinctures, capsules, topical salves, oral sprays, and gummies. PureKana’s brand and direct-to-consumer marketing expertise has helped to establish PureKana as one of the leading online CBD brands in the United States.
Details of the Proposed Transaction
The LOI sets out certain non-binding understandings and binding agreements between AF1 and Heavenly RX, PureKana, Cody J. Alt, and Jeff Yauck, including the following terms and conditions set out on a non-binding basis in the LOI, including:
-
AF1 will acquire Heavenly RX’s indirectly-held 50.1% equity interest in PureKana (the “Significant Assets“) for US$68,857,500 (the “Purchase Price“), to be satisfied through the issuance of shares and assumption of certain debts related to the Significant Assets, subject to negotiation and adjustment based on the parties’ due diligence investigations and final agreement on the valuations of PureKana and AF1.
-
Prior to closing of the Proposed Transaction, the common shares of AF1 (the “AF1 Shares“) will be consolidated on a 5:1 basis, or such other ratio as the parties may determine.
-
Concurrently with closing of the Proposed Transaction, or shortly thereafter, Heavenly RX will distribute a portion of the post-consolidation AF1 Shares issued in partial satisfaction of the Purchase Price to its shareholders by way of a dividend or return of capital.
The Proposed Transaction is subject to, among other things, completion of satisfactory due diligence, the negotiation of a definitive agreement (the “Definitive Agreement“) setting out binding transaction terms, receipt of all requisite security holder and regulatory approvals, including approval of the TSXV, and additional conditions to be set out in the Definitive Agreement. The Proposed Transaction is not a Non-Arm’s Length Transaction, as defined under applicable TSXV policies.
In connection with the Proposed Transaction, AF1 expects to pay a finders’ fee of up to US$500,000 to be satisfied through the issue of post-consolidation AF1 Shares upon closing of the Proposed Transaction.
Further details, including the definitive terms of the Proposed Transaction, will be provided by AF1 in a subsequent news release.
Trading in AF1 Shares on the TSXV has been voluntarily halted and will remain so until the documentation required by the TSXV has been reviewed and accepted by the TSXV.
Bridge Financing
Upon entering into a Definitive Agreement, AF1 will provide to Heavenly RX a secured loan or refundable deposit of up to C$225,000 on terms to be agreed upon and in compliance with section 8.5 of the CPC Policy.
Exclusivity
The parties have agreed that from the date of the LOI until the earlier of the termination of the LOI or the closing of the Proposed Transaction, they will not enter into or continue negotiations or discussions with any third party, in any manner in respect of the transaction contemplated by the LOI or any transaction which would be inconsistent with the matters contemplated by the LOI.
Change of Director
Effective May 11, 2020, Mr. Peter Simeon has resigned as a director of AF1, and Mr. Steven Agnew has been appointed to the board. Mr. Agnew is a corporate and securities lawyer with fourteen years of experience advising public companies on capital markets and M&A transactions.
About the Corporation
AF1 is a CPC within the meaning of the CPC Policy that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC Policy until the completion of its Qualifying Transaction, the Corporation 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.
For further information, please contact: Michael Galloro, Chief Executive Officer, Chief Financial Officer, Corporate Secretary and Director of AF1 at:
Telephone: (416) 907-5644 ext. 105
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. 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 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.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
All information contained in this news release with respect to Heavenly RX and PureKana was supplied by Heavenly RX, and AF1 has relied on the accuracy of such information without independent verification.
This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein 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.
Cautionary Statement Regarding Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as “may”, “will”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”, “proposed”, “estimate”, “believe” or the negative if these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions “may”, or “will” happen. Forward-looking information contained in this press release includes, without limitation, expectations regarding entry into a Definitive Agreement, the terms of the Proposed Transaction, the advance of any bridge financing from AF1 to Heavenly RX and the amount of such financing, the satisfaction of conditions to closing of the Proposed Transaction, and expectations for other economic, business, and/or competitive factors.
Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While management of AF1 considers these assumptions to be reasonable based on information currently available, there is no assurance that such expectations will prove to be correct. By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information include: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and security holder approvals and to satisfy other conditions to the consummation of the Proposed Transaction on the terms and at the times proposed; the impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; changes in government regulation and regulatory compliance; and the diversion of management time on the Proposed Transaction. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information.
The forward-looking information contained in this press release is stated as of the date of this press release, and AF1 does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/55774
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.
-
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
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
The post Central banks and the FinTech sector unite to change global payments space appeared first on HIPTHER Alerts.
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.
-
Fintech6 days agoHow to identify authenticity in crypto influencer channels
-
Latest News5 days ago
HSBC-backed fintech Monese is considering splitting its operations as it grapples with increasing losses.
-
Latest News5 days ago
EverBank has announced a groundbreaking partnership with Finzly, poised to revolutionize payment processing.
-
Latest News5 days ago
FinTech leaders express caution regarding the promises made in #Budget2024 concerning open banking, stating that the “devil is in the details.”
-
Latest News5 days ago
Gotion High-tech’s operating profit up 391% in 2023, nearly RMB 2.8 billion invested in R&D for the year
-
Latest News5 days ago
Aurionpro Solutions acquires Arya.ai, to power next generation Enterprise AI platforms for Financial Institutions
-
Latest News5 days ago
Wells Fargo, a leading financial institution, is set to revolutionize its trade finance operations by incorporating artificial intelligence (AI) technology through its collaboration with TradeSun.
-
Latest News5 days ago
Latvian Fintech inGain Raises €650,000 for No-Code SaaS Loan Management System
