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



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 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.


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.


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Stockify goes fully Digital, offers Mutual Funds and Dematerialization of shares




In a strategic move to expand its offerings and provide a comprehensive suite of financial services, Stockify, a leading platform for Unlisted and pre-IPO shares in India, has announced plans to venture into the Mutual Fund space.

This development comes as part of Stockify’s mission to assist High-Net Individuals (HNIs) and Non-Resident Indians (NRIs) in accessing various investment opportunities in India via the pre-IPO route and maximizing their wealth. The company is also set to facilitate the Dematerialization of Shares. (Conversion of Physical Share to DEMAT account.)

Founded by Piyush Jhunjhunwala (CA, CPA) and Co-Founded by Rahul Khatuwala (CA) both seasoned finance professionals with decades of experience in global conglomerates.

Stockify has already carved a niche for itself in the Indian Financial landscape. The platform primarily focuses on providing access to Blue-Chip Stocks before their listing on the Indian Stock Market (via the Pre IPO Route) enabling early investors to potentially achieve significant returns. While expressing the company’s intent behind expanding its services, Jhunjhunwala said, “Mutual Funds are the backbone of the Indian Equity market, and we believe it is important that NRI and retail investors in India can greatly benefit from our new offering and this will help them in creating long-term wealth.”

The recent announcement of Stockify entering the Mutual Funds market follows the company’s successful acquisition of a Mutual Fund license in the first quarter of 2023. Alongside Mutual Funds, Stockify intends to offer an array of other financial products, like Start-up Funding, fixed investment products like Bonds and Non-Convertible Debentures (NCDs) and Insurance-Linked Investments, in the coming months. Notably, Stockify plans to make all its products and services 100% accessible online, aligning with the Digital India vision of our beloved Prime Minster Mr. Narendra Modi.

Currently, Stockify boasts 70 Unlisted/pre-IPO companies on its platform, with in-depth research conducted on all of them as stated by Jhunjhunwala. It offers a simple online process where transactions can be completed online, and shares get transferred to the clients DEMAT account on the same day.

Stockify’s global presence was recently showcased at the Dubai Fintech Summit (DFS). The two-day event brought together over 5,000 C-suite leaders, 1,000-plus investors, and 150 speakers from around the world. Stockify was selected as one of the proud exhibitors at the summit, solidifying its position as one of the world’s largest providers of pre-IPO and Unlisted Stocks in India.

With its ambitious expansion plans and commitment to innovation, Stockify is set to continue revolutionizing the way investors access and engage with financial opportunities in India and beyond.

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VerifyVASP Wins Hong Kong’s IFTA Fintech and Innovation Awards 2022/23: Regulatory Technology Award




VerifyVASP was awarded the Institute of Financial Technologists of Asia (IFTA) Fintech and Innovation Awards 2022/23 for Regulatory Technology. The awards exhibit the extraordinary achievements made by companies and individuals in the finance and technology industries.

The IFTA Awards, themed “Game Changers: The Rise of Next Gen Fintech”, celebrates ground-breaking ideas and technologies that are shaping the future of finance. The distinguished Guest of Honour presenting the IFTA awards was the Under Secretary for Financial Services and the Treasury for Financial Services in the Hong Kong SAR, Mr. Joseph Ho-Lim Chan.

VerifyVASP has established itself as a comprehensive Travel Rule solution provider catering to Virtual Assets Service Providers (VASPs) worldwide. Its commitment to facilitating full compliance with Travel Rule regulations across multiple jurisdictions has earned it this prestigious recognition.

This accolade comes at an opportune time, as VerifyVASP supports the Hong Kong Virtual Asset Trading Platforms (VATPs) in adhering to the regulatory framework set forth by the Hong Kong Securities & Futures Commission, which came into effect on 1 June 2023. VATPs are granted a grace period till 1 January 2024 to ensure compliance with Travel Rule requirements.

The IFTA Fintech and Innovation Award underscores VerifyVASP’s capabilities, including:

  • Facilitation of counterparty due diligence: VerifyVASP assists VASPs in counterparty due diligence before the first transaction, to stringent standards akin to that observed in correspondent banking. This is achieved through VerifyVASP’s own rigorous due diligence process, encompassing over 100 VASPs.
  • Immediate and secure transmission: Leveraging a scalable architecture, VerifyVASP ensures immediate and secure transmission of required information, alongside verification of such information. To date, the platform has processed over 5 million transfers.
  • Adherence to international data protection laws: VerifyVASP complies with international data protection law thanks to its decentralised, end to end encrypted architecture. This dedication to data security and privacy sets it apart in the industry.
  • Asset agnostic: VerifyVASP’s capabilities extend to accommodating any type of virtual asset, having processed over 400 cryptocurrency variants on its platform.
  • Integration of third-party screening solutions: VerifyVASP seamlessly integrates third-party solutions, allowing for efficient screening of originators or beneficiaries before blockchain transactions.


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Nagad’s Digital Bank on cards, Sadaf to lead the side




Nagad, Bangladesh’s leading Mobile Financial Service (MFS) provider, is gearing up to establish the much-anticipated digital bank, as it is going to secure a licence from the Bangladesh Bank within a couple of months.

Sadaf Roksana, a co-founder and executive director of Nagad Ltd., has been entrusted with the responsibility of leading her company’s transformative venture that will bring greater convenience to the lives of millions of Bangladeshis, reducing their reliance on traditional brick-and-mortar banks.

The MFS provider earlier applied to secure a digital bank licence following the central bank’s call for applications through its website. The Bangladesh Bank also formulated necessary guidelines to widen and accelerate financial inclusion, which will also create jobs for young IT workers.

The world’s fastest mobile money carrier is going to venture into the digital banking era at a time when the financial landscape across the globe is fast evolving towards digitalisation, driven by technological advancements and changing consumer preferences.

Taking on the new assignment, Sadaf, a seasoned financial executive with a remarkable track record in the fintech industry, is poised to steer Nagad’s digital bank towards success. Once Nagad gets the digital bank licence, it will provide its consumers with innovative and convenient banking solutions.

“We are very excited that we are going to introduce digital banking services to the people of Bangladesh within a couple of months,” Sadaf said, adding, “This endeavour aligns perfectly with our vision of enhancing financial inclusion and ensuring easy access to all financial services also at affordable prices.”

Nagad is already well-equipped to launch a digital bank. It will start serving customers soon after getting the licence, Sadaf assured.

Under its digital banking platform, Nagad will introduce many new services, such as single-digit and collateral-free loans for small informal businesses and farmers who now are to take loans from moneylenders even at 40% interest rate per day, she pointed out.

“Thus, we will encourage them to come under financial inclusion, thus putting their money into the formal channel,” she expressed her optimism.

To assess one’s creditworthiness, Nagad has created an AI-based credit rating system that will analyse all transactions-related data available on public domains using one’s NID and mobile number, Sadaf Roksana added.

As Nagad goes ahead with its plans, all eyes will be on Sadaf Roksana and her team as they will embark on this exciting journey towards a more digitised and inclusive financial future for the country.

SOURCE Nagad Limited

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