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Aumento Capital VII and Emerge Commerce Enter into a Letter of Intent for Proposed Reverse Takeover Transaction

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Toronto, Ontario–(Newsfile Corp. – May 19, 2020) – Aumento Capital VII Corporation (TSXV: AUOC) (“Aumento“)  and Emerge Commerce Inc. (“Emerge“) are pleased to announce that they have entered into a letter of intent (the “LOI“) to complete a business combination transaction (the “RTO Transaction“) that will result in the reverse take-over of Aumento by Emerge. The entity resulting from the RTO Transaction (the “Resulting Issuer“) will continue to carry on the business of Emerge. The LOI was negotiated at arm’s length and is dated May 14, 2020.

About Emerge

Emerge is a private company incorporated under the Business Corporations Act (British Columbia) headquartered in Toronto, Ontario, and has operations in the United States through its subsidiary, The Underpar Group. Emerge has developed an e-commerce network by acquiring and operating niche market leaders in the digital deals space across North America with a variety of offers on groceries, essentials, golf, online subscriptions, retailer coupons and experiences, among other categories. Emerge brands include UnderPar, WagJag, JustGolfStuff, Buytopia and Shop.ca. Emerge leverages shared technology, data, and resources of its portfolio companies through its e-commerce software solutions for increased growth and profitability of its acquired businesses. The largest shareholder of Emerge is Ghassan Halazon, resident of Toronto.

About Aumento

Aumento is a capital pool company as defined under TSX Venture Exchange (“TSXV” or the “Exchange“) Policy 2.4 – Capital Pool Companies. Aumento intends that the RTO Transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the Exchange. Following completion of the RTO Transaction. Aumento was incorporated under the Business Corporations Act of Ontario on December 13, 2017. The common shares of Aumento (the “Aumento Shares“) are listed for trading on the TSXV under the stock symbol “AUOC.P”. Aumento has not commenced commercial operations other than to enter into discussions for the purpose of identifying potential acquisitions or interests.

Prior to entering into the LOI, David Danziger, CEO and CFO and a director of Aumento, resigned from all of these positions and was replaced on the board by James Walker and by Roger Daher as CEO and CFO. Mr. Danziger also divested himself of all equity interests in Aumento. This was done in order to facilitate the signing of the LOI as Mr. Danziger is a partner at MNP and MNP is the auditor for Emerge.

Terms of the RTO Transaction

The RTO Transaction is expected to be completed by way of a share exchange, amalgamation or other form of business combination determined with input from the legal and tax advisors to each of Aumento and Emerge, which will result in Emerge becoming a wholly-owned subsidiary of Aumento.

Upon the satisfaction or waiver of the conditions set out in the definitive transaction agreement to be entered into by Aumento and Emerge (the “Definitive Agreement“), the following, among other things, will be completed in connection with the RTO Transaction:

a) Aumento will consolidate its outstanding common shares on the basis of three quarters (0.75) of a post-consolidation common share for every one (1) common share of Aumento (the “Consolidation“);

b) the holders of common shares of Emerge (“Emerge Shares“) will receive common shares of the Resulting Issuer in exchange for their Emerge Shares on the basis of an exchange ratio of one (1) Aumento post-Consolidation common share for every one (1) Emerge Share issued and outstanding as at the Closing (the “Exchange Ratio“);

c) all outstanding warrants and stock options of Emerge either automatically adjust in accordance with the terms thereof such that following completion of the RTO Transaction, the holders thereof shall acquire the post-Consolidation common shares of Aumento in lieu of the common shares of Emerge adjusted to reflect the Exchange Ratio, with the exercise prices adjusted by the inverse of the Exchange Ratio, or will be replaced with equivalent convertible or exchangeable securities of Aumento entitling the holders thereof to acquire post-Consolidation common shares of Aumento in lieu of common shares of Emerge adjusted to reflect the Exchange Ratio, and otherwise bearing the same terms of the securities they replace;

d) All outstanding convertible debentures of Emerge will either automatically adjust in accordance with the terms thereof or be exchanged for convertible debentures of Aumento on similar terms and adjusted in accordance with the Exchange Ratio and Consolidation; and

e) The management and board of directors of the Resulting Issuer will be replaced with Ghassan Halazon as a director, President and CEO, Fazal Khaishgi as COO and Jonathan Leong as CFO, together with four other nominees of Emerge to the board of directors.

The RTO Transaction constitutes an Arm’s Length Transaction under the policies of the TSXV.

A more comprehensive news release will be issued by Aumento disclosing details of the RTO Transaction, including financial information respecting Emerge and details of insiders and proposed directors and officers of the Resulting Issuer, once an agreement has been finalized and certain conditions have been met, including:

a) approval of the RTO Transaction by Aumento’s Board of Directors;
b) satisfactory completion of due diligence; and
c) execution of the Definitive agreement.

Private Placement

Following the announcement of the LOI, Emerge intends to take “commercially reasonable efforts” to complete a private placement (the “Private Placement“) of subscription receipts at a price of $0.75 per share for aggregate gross proceeds of approximately $5,000,000 (although the amount raised in such private placement may increase) through Canaccord Genuity Corp. and Gravitas Securities Inc., as joint book runners (the “Agents“). It is intended that the Agents will be paid a cash commission of 8.0% of the gross proceeds raised in respect of the Private Placement, and will also be granted broker warrants equal to 8.0% of the number of subscription receipts issued. The subscription receipts are proposed to be ultimately exchanged, upon satisfaction of certain conditions, for securities of the Resulting Issuer in connection with the RTO Transaction.

Listing

An application will be made to TSXV to list the Resulting Issuer Shares on TSXV subject to all applicable shareholder and regulatory approvals.

Finder’s Fee

No finder’s fee shall be payable by either party with respect to the Transaction.

Conditions of the RTO Transaction

Completion of the RTO Transaction is subject to the satisfaction of customary closing conditions, including: (i) the satisfactory completion of due diligence by each of Aumento and Emerge; (ii) receipt of all required approvals and consents relating to the RTO Transaction, including without limitation all approvals of the shareholders of Aumento and Emerge, as required by the TSXV and under applicable corporate or securities laws; (iii) completion of the Private Placement; and (iv) the TSXV’s approval for listing the Resulting Issuer Shares.

Secured Bridge Loan

On the date of the Definitive Agreement and subject to completion of the Private Placement and the prior approval of the TSXV, Aumento will advance an aggregate of $250,000 to Emerge by way of secured loan (the “Aumento Loan“). The Aumento Loan will be interest free until the earlier of closing of the RTO Transaction or the date the Definitive Agreement is terminated. Emerge will apply the proceeds of the Aumento Loan to fund the costs of the Transaction, and will be secured against the assets of Emerge or such other security as necessary to obtain such approval, but will rank behind all existing registered security of Emerge. On closing of the RTO Transaction, the Aumento Loan will be consolidated as a debt assumed by the Resulting Issuer.

Additional Information Regarding the RTO Transaction

Further details of the RTO Transaction (including business and financial information in respect of Emerge) and the Private Placement will be included in a comprehensive press release and other disclosure documents to be filed by Aumento in connection with the RTO Transaction.

To Aumento’s knowledge, at the time of entering into the LOI none of its directors, officers or significant shareholders of Aumento had any direct or indirect interest in, nor any other relationships with, Emerge or its assets.

For further information please contact:

Aumento Capital VII Corporation

Roger Daher, President
Email: [email protected]

Emerge Commerce Inc.

Ghassan Halazon, CEO
Email: [email protected]

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.

The statements made in this Press Release may contain forward-looking statements that may involve a number of risks and uncertainties. Actual events or results could differ materially from the companies’ expectations and projections.

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 LAW.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/56083

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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MAS launches transformative platform to combat money laundering

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The MAS has unveiled Cosmic, an acronym for Collaborative Sharing of Money Laundering/Terrorism Financing Information and Cases, a new money laundering platform.

According to Business Times, launched on April 1, Cosmic stands out as the first centralised digital platform dedicated to combating money laundering, terrorism financing, and proliferation financing on a worldwide scale. This move follows the enactment of the Financial Services and Markets (Amendment) Act 2023, which, along with its subsidiary legislation, commenced on the same day to provide a solid legal foundation and safeguards for information sharing among financial institutions (FIs).

Cosmic enables participating FIs to exchange customer information when certain “red flags” indicate potential suspicious activities. The platform’s introduction is a testament to MAS’s commitment to ensuring the integrity of the financial sector, mandating participants to establish stringent policies and operational safeguards to maintain the confidentiality of the shared information. This strategic approach allows for the efficient exchange of intelligence on potential criminal activities while protecting legitimate customers.

Significantly, Cosmic was co-developed by MAS and six leading commercial banks in Singapore—OCBC, UOB, DBS, Citibank, HSBC, and Standard Chartered—which will serve as participant FIs during its initial phase. The initiative emphasizes voluntary information sharing focused on addressing key financial crime risks within the commercial banking sector, such as the misuse of legal persons, trade finance, and proliferation financing.

Loo Siew Yee, assistant managing director for policy, payments, and financial crime at MAS, highlighted that Cosmic enhances the existing collaboration between the industry and law enforcement authorities, fortifying Singapore’s reputation as a well-regulated and trusted financial hub. Similarly, Pua Xiao Wei of Citi Singapore and Loretta Yuen of OCBC have expressed their institutions’ support for Cosmic, noting its potential to ramp up anti-money laundering efforts and its significance as a development in the banking sector’s ability to combat financial crimes efficiently. DBS’ Lam Chee Kin also praised Cosmic as a “game changer,” emphasizing the careful balance between combating financial crime and ensuring legitimate customers’ access to financial services.

Source: fintech.global

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